The Maxoline Collection
by caramel drizzle
Summary: A collection of all things Maxoline
1. And the Sex with Bets

Disclaimer: I do not own these characters. If I did, I definitely wouldn't be here on Fanfiction writing about them.

* * *

"Good afternoon Sophie," Caroline smiles while putting her extra mouth accessories to use. True to form, she always wore a smile, but it was never as big as when she was with Max. Often times when she thought about her Caroline would have to repress the urge to smile so she wouldn't scare off the customers. "What can I get you?"

"Oh, Caroline, I wouldn't want to trouble you. After all, you must be pretty tired."

Caroline looks stunned for a moment. "Were you listening to us last night?" she questions in a mortified tone.

"Yeah, through the vent," Sophie wags her eyebrows. Just then, Oleg hits the service bell while peeking out of the window.

"So was I. We ate popcorn and listened until four in the morning." Sophie nod, adding – although not very helpful – "Yeah, it was better than any porn I ever heard."

Caroline furiously shakes her head as she stomps over to the door to go into the kitchen. There she sees Max eating a plate of french-fries off the counter. "We need to move," she says at once. "Sophie and Oleg have no respect for our privacy."

"Are you just now figuring this out?" she stands up straight, rubbing her hands together. They probably listen to everything we do all the time."

"It was different before."

"It was different before what?" Max asks, though already knowing the answer. "Before we got together? How is that any different?"

"You don't think them listening in on us being intimate is weird?"

"Not really and with the way you scream, China was probably listening too," Max laughs going into the walk in. Caroline follows. "Look, if it bothers you that much I'll ask them to stop."

"Really?" the blonde grins bigger than all the ones she formed that day. Her girlfriend never failed to cheer he up and, somehow, she always knew the right thing to say.

Max nods and goes in for a kiss, but that motion abruptly stops when Oleg wonders in with his phone. "I know you want us to respect your privacy and all that junk, but may I film this for my blog titled 'Lesbian Lovers'?"

The two groan in unison.

* * *

"Well, if we're not going to move we have to do something," Caroline says while pacing back and forth. "I mean, it might be-" she lowers her voice to imitate Max. "… 'totally fine' with you, but, with me, it's not."

"If you don't stop a rut will soon appear," the brunette wisecracks from the couch.

"Oh, I know. We can put something over the vent."

Max grunts. "Caroline, let it go." She suddenly turns her frown into a seductive smirk then saunters over to her. "You can brainstorm while we do it." She goes in to kiss Caroline, but the latter snaps away.

"Max, no," she wines, her body telling her to give in but her mind staying firm. "Besides, I wouldn't be able to think of an idea while we're freaking doggy style."

"Sure you could," Max reassures. "Allow me to demonstrate." She slowly walks to Caroline yet again. This time she almost gives in; however, sharp on her quick wits, she wiggles out of Max's hold, runs to her bedroom and locks it.

"Ha!" Caroline exclaims through the door.

"Why won't you just fuck me?"

"No fucking until I come up with an idea!"

Max huffs loudly as she goes to sit down.

* * *

"Earl, what did I say?" Han asks, coming out of his office and up to the cashier. "No smoking weed on the job."

"I'm on break. Besides, nobody is even here."

Han briefly glances over the diner and, rest assured, it was empty. Ghost town empty, which went along with the sand residue the health inspector had found last week. That – along with many other things – is why he had received a "B". Han has despised that woman ever since.

Earl goes to take another hit, but Han slaps it out of his hand. The joint spirals down and lands on the floor. "Okay, either I'm super high or Han just grew some balls."

"Oh, I grew balls, baby," Han brags. "No surgery required."

"That was my last joint," Earl complains. "What am I supposed to do now? Just sit here and be bored?" he lets out a strained, dramatic huff as if he was a child told no.

"There are other things to do then smoking weed all the time."

"Like what?"

"I bet you couldn't go a whole day without smoking a j."

"I most certainly couldn't," Earl admits. "And I bet you couldn't go a day without drawling one of your ugly ducklings."

Han gasps while clutching his chest, simulating mock and real hurt at the same time somehow. "They're not ugly, they're majestic and I most certainly couldn't!"

"You want to make this interesting shorty?"

"Bring it on, old man," Han smack talks. "Loser has to dye his hair farm field green."

"Deal."

"Deal."

The two shake on it and the bet forms.

Max and Caroline walk in as Han retreats to his office muttering something about his ducks being beautiful.

"Hey, Ear-"

"Max, you have to help me," Earl pleads catching Max off guard. "I just made a bet I'm gonna lose. You have to help me. I mean, do you think farm field green would go great with my complexion? No siree, I'd rather accidentally marry a cactus again."

"Well, you wouldn't lose if whoever you made it against doesn't win," Max reasons.

"So, what you're saying is I have to sabotage him?"

She nods. "Exactly."

"Then sabotage I will," Earl grins, rubbing his hands together.

"Likewise," Max smiles, also maniacally.

They start to evil laugh about their newly developed plans. That is until Earl starts to cough starting a chain reaction that causes Max to start coughing as well. Caroline cuts in. "Is this private maniacal laughter or can anyone join?"

"Uh, Caroline, can I see you in the walk in?" Max smiles sweetly. "There is a, um a…pie problem?"

"Is that a question or are you telling me?"

"Uh, maybe it's both," she sasses. "Let's go."

Before Caroline can put up any more of a fight, Max grabs her arm nearly dragging her to the walk in freezer. Once inside, she blocks the door so Caroline can't get out.

"I'm starting to think I was tricked."

"Look, Sophie and Oleg will never respect our privacy for as long as we live. The sooner you get it, the sooner I can 'get it' if you catch my drift."

"Oh, I'm starting to catch one and believe me it is not from you," she grimaces, looking back at a gallon of expired milk.

"Well, I am not letting you leave until you do me so hard I forget my name," Max explains, crossing her arms.

Caroline suddenly gets an idea. She walks slowly to Max, dipping her hips. Caroline grabs her face and pulls her in for a steamy kiss. With Max distracted, she slyly changes positions. The blonde, now up against the door, breaks the kiss. In one swift motion, she opens the door and zooms out.

"I'm starting to think I was tricked," Max pouts.

* * *

"I have a problem!" the boss announces coming out of his office to grace his brunette employee.

"I could have told you that the second I met you."

"This is no laughing matter, Max," Han snaps. "I am going through a serious duck withdraw!"

"You think that's a problem?" Max laughs. "Caroline is obsessed with changing the balance of nature so much that it's unbalancing our nature," she sighs. "See, I'm so upset I didn't even make a dick-duck joke!"

"There are other things to do then having sex all the time."

"Oh yeah, says the little girl that's never had sex before."

"Well, someone sure is cranky," Han huffs indignantly. Just then, Caroline walks past the two clad head-to-toe in knockoff Chanel. He turns to her. "Word on the street is you're not pleasuring your woman."

"Max!" she scolds. "You told Han?"

"It's not like it isn't noticeable," he defends. Max shoots him the stink eye.

"Max, walk in, now."

Han turns to his office deciding he stirred up enough drama to keep his mind off his bet with Earl. In the freezer, Caroline crosses her arms as she looks to Max. "Isn't it bad enough we have Sophie and Oleg butting in and now we have Han?"

"Oh, please. Han is no big deal. He's no big anything and Sophie and Oleg butting in isn't the worst thing in the world," she reasons. "You've always said you wanted to perform. Now you have an audience."

"Not funny, Max," Caroline shakes her head.

"What will it take for you want to get into me? At this point I'd kill a national treasure."

"The knowledge that my sex life isn't being streamed live!" she exclaims. "This is humiliating for me."

"Oh, so being with me is humiliating?" Max reiterates, her voice getting soft.

"Max, you know that's not what I meant."

"I don't know what I know anymore, Caroline."

With that, Max exits hurt leaving a stunned blonde to rethink.

* * *

Han walks up to Earl with a fat sack of weed while smelling it for prominence. "Earl, I just got a little something, something of the first name Mary."

"Do you here that?" he smiles, cupping his ear. "I think it's a duck. Quack, quack, quack, quack."

The boss throws the baggy on the counter near the cashier. "Well, you're being a quack!"

"What was that, little girl? I couldn't hear you over all the ducks!"

"I'm sorry, old man. This weed is just so fresh; I couldn't hear anything you said!"

"I know what you're trying to do and it's not gonna work."

"We'll see about that, shorty."

"Indeed we will oldie."

Han walks back to his office, but before he can actually get in, Max stops him. "Hey, Han, nice-

"I don't need it!"

"You didn't even know what I was going to say."

"Oh, I'm sorry, Max," he spites in a cynical manner. "Go on."

"Well, someone's on their period."

"Maybe I was a bit harsh," Han sighs. "I'm just really on edge about this bet. I have to prove I'm not just all smallness and ducks."

"Oh, that's not true, Han."

"Thank you, Max."

"You also have a really big head."

"I don't need it!" he shouts once more, continuing on to his office.

Max can't help but crack a grin at the man lacking in height. Sometimes it was just too easy. Lost in her thoughts, she didn't even notice a certain blonde coming up at her swiftly. "Hey."

Max's grin falls flat on the floor as she looks up at Caroline. She goes to turn, but the latter is quicker. "Max, before you walk away I just want to let you know I know how stupid I've been," she admits. "Screw it if they do. Honestly, I don't care who listens. Sophie and Oleg, Canada, Mexico, or even customer's here and of Whole Foods. I am not embarrassed to be with you." Caroline inhales from her rant while searching for an expression from her roommate. Seeing none, she goes on. "And if you still don't believe me after everything I said," she pauses, gets up on a table, and turns to all the consumers who already had their eyes on her. "Attention Williamsburg Diner! I am in love with Max Black."

The brunette shakes her head. "Caroline, get down from there."

The one with the long legs jumps down from the table as the clientele collectively shrug it off and go back to eating their Oleg prepared meals.

"You are such a dork."

"I know, but I want to be your dork."

"Caroline, you are already mine."

"I need to hear you say it back."

"Fine," she sighs. "I want to be your dork." Caroline cracks a grin, playfully slapping Max. "I'm only teasing."

"Say it!"

"Caroline, I love you."

She grins. "Let's get out of here."

"But we're in the middle of a …" she trails off finally catching on to the meaning of the grin. "Oh, you're dirty."

"And don't forget it," Caroline says, grabbing their coats and heading for the door. "Let's go home and fuck, doggy style."

"I am loving this new Caroline."

The two run out the door not wasting a second more. Earl sees Han advancing and holds up a notebook he was drawling in for hours. Han snatches it and flips through. "What the hell are these?"

"They're ducks."

He gasps. "These are not ducks! You're disgracing the duck community!"

"You know what they say: we all have to right to duck."

"No one says that!"

"Then show me how to drawl one."

Han opens the notebook to a clean page and right when he goes to grab the pencil, he gasps again. "You sneaky Susan! I know what you're doing!"

Earl curses him in his mind. Clearly he though his plan would work. Han was smarter than he looked, believe it or not.

* * *

Max and Caroline lay together. Side by side, hand in hand, hip to hip: they share a collective sigh.

"Channing you are a beast," Max exhales.

"I know," she chuckles. "I guess all the pent-up frustration was worth it."

"Right? We should fight and then have make up sex more often."

"So, who do you think is at home cracking right now?"

"My money's on Earl," Caroline says.

"Well, my money's on Han."

She shakes Max's hand. "Loser gives the winner a foot message."

"Ha, you're on."

The next day, the girls walk into the diner. They look over at the cash register, but see no Earl. Suddenly, Han and the man in question both come out of the boss' office with hair the same. Nobody's green.

"Hu, what happened?" Caroline asks. "Who lost?"

"We decided it's a draw."

"Boo! No fun! New outcome!" Max calls out. Caroline chuckles.

"Sorry to disappoint you ladies, but from here on out no more fights and no more bets."

"I guess that means we both owe each other a foot message," the blonde looks to her girlfriend. Max nods.

Oleg and Sophie barge through the diner door. Only, instead of a normal sight, they see Oleg wearing a dress and Sophie wearing baggy, zebra pants. "Don't ask," the two grumble in unison.

The End


	2. And the Lying and Crying

Disclaimer: **Still do not own.**

And the Lying and Crying

Caroline noticed Max acting weird for some time after the movie premiere. She seemed out of it more than usual and all through their diner shift Max didn't make one smart remark at Han. And if that fact wasn't uncharacteristic enough, she was being nice to the customers. To be honest, that scared Caroline a little. Whipping off tables, smiling, and just about any other pleasant behavior told you that Max was hurting. She didn't even have the energy to be herself. Once closing time came, Caroline slid into the booth Max had been whipping off for what felt like hours. Max was clearly lost in thought and her mouth pulled down into a frown. Her eyebrows furrowed. She continued cleaning the same exact spot on the table.

"Are you okay?" her roommate asks. Max sighs, but still doesn't say a word. Caroline wasn't sure of what was going on, but she knew Max hated to talk about things. Still, Caroline thought holding in your pain was never a good idea. It was best to let whatever it is out so the weight went away. She also made a mental note to kick herself later for being such a cheese ball. "If you want to talk I'm here."

"The engagement is off," she says fleetingly.

Max took off to clean another table, which she was obviously using as a way to get out of talking. Usually whenever "girl talk" was around the corner, either cheesecake or Caroline's "big-eye-painting face" drew her in. Caroline follows her.

"What?"

"The engagement is off."

"Why?"

"I guess he wasn't ready for marriage after all and called it off."

"He called it off?"

"Yeah."

Max knew what came next. The face; the pouty, sympathetic face she gave her when something happened that sucked. "Don't even think about it."

Caroline decides to play dumb. "Don't think about what?"

"Don't give me that face."

"Are you okay?"

"I mean, I'm not great, but I'll live."

"It's okay if you're sad, Max," Caroline reassures as Max slides into the booth.

"I will be fine."

"You don't want to talk about it?" she questions sliding in opposite of her.

"There's really nothing to talk about."

Max knew that statement wreaked of a lie. In fact, everything wreaked of a lie. Max was aware that Caroline knew Randy was crazy about her. He flew all the way from LA to New York just for her. They were only together for a little under a month (before they broke up) and he already went down on one knee and Max said yes. She also cried. Not tears of happiness, tears of another kind. It grew tiresome trying to act like she loved Randy and so she called it quits. There was no way Caroline could know that, though. She always found a way to get what she wanted. She would pry and pry until she found out and that worried Max. What would she think of her when she did find out? Would they remain friends? Would she not feel the same way? Max stayed in constant worry and it made her think maybe it was a mistake to call of the engagement. Maybe living in denial was easier than dealing with the truth.

"Max, you're zoning out again."

Damn you Caroline for being so sweet.

Damn you Caroline for being such an amazing friend.

Damn you Caroline for looking so good.

Max couldn't stand how much she loved her.

All the years of living with Max and Caroline still felt like he hadn't gotten her figured out just yet. What Caroline didn't know wouldn't kill her. While Max decided to keep a tight-lip on the details, Caroline decided to take matters into her own hands.

That night after the two of them walk home, Caroline sneaks out to try and find Randy. She knew he probably didn't plan on sticking around for much longer. He most likely wanted to get back to his firm in LA. She looks around for hours around the diner, where he was staying, other restaurants and the park before finally spotting him at the bar. She stalks up to him and puts her hands on her hips while he was busy sipping on something brown. Randy looks up from his drink, puts it down and stands up.

"Caroline, what are you doing here?"

"I just wanted to say that you made the biggest mistake of your life. Max is an incredible woman and you'll never find anyone like her ever again." When she is done fuming, Randy puts his hands into his pockets and nods.

"I already know," he admits almost crestfallen.

"You know?"

"I'm a wreck," he exhales. "When Max called off the engagement I was a mess. I asked her why and-" Randy stops short almost as if he was about to spill something he wasn't supposed to. "Max and I met up at the dessert bar after hours to talk."

.

.

.

"Randy, I have to talk to you about something."

"What's wrong?"

Max took a deep, drawn out breath. It was hard enough practice saying it in the mirror, but now that the time came for real, it was that much harder.

"I can't marry you."

"Why can't you?" he frowns. Max looks down trying her best not to cry. He automatically knew she stood serious. Randy never seen her this dismayed and the state of her alone was enough to reassure his doubts. "Hey," he steps closer to her and begins to rub her arms. He wasn't complete oblivious to the fact that Max had been with many others long before he arrived. In a way, it seemed selfish for him just to take her away from everyone she cares for - especially if she loved them more than she loved him.

"I just can't force myself to marry you."

"I don't want to force you to do anything you're not uncomfortable with, Max. We can get married whenever you're ready."

"That's just it, Randy," Max cries into his shoulder. "I'll never be ready because I don't love you."

Randy stops rubbing her arms and they lock eyes. His brown ones swirl into her blue swollen ones. It's as time suddenly stopped for the both of them. One broken, one confused and it became even worse for them as the silence set in. Randy had so many questions as to why she would say "yes" in the first place. Had she really strung him along like that?

Max knew she couldn't be the first one to talk. She felt guilty, relieved, and nauseous all at once. _Please say something_ , she thought. _Don't make me the bad guy in this situation._ She searched his eyes again this time seeing pain.

"Can I ask you a question?" Randy asks. She nods. "Is it Caroline?"

Max starts to cry again, "Yeah."

Randy pulls her in for another hug.

"I'm not mad at you."

"Well you should be," Max hits his shoulder to distance them. Randy keeps a strong grip on her arms.

"Well I'm not. I'm the one that would've felt terrible marrying someone who didn't love me back."

.

.

.

Randy told Caroline just about everything omitting the part where Max admits to loving her. That was for Max to tell her not him.

"That makes no sense. Why would she lie about who broke off the engagement?"

Randy decides to play dumb. "I have no idea. I'm just a man trying to drown his sorrows in hard liquor."

"You really loved her, didn't you?"

"I'm not the one she loves."

"Who does she love?"

"I think you'll find out sooner or later."


	3. And the Jealousy in Heels

Disclaimer: Still don't own.

This story takes place after the episode "And the No New Friends" (season 5, episode 10).

And the Jealousy in Heels

* * *

Max knew Caroline was jealous of her and Becky hanging out again. The fact that she joined a cult unknowingly proved it.

"You should be thanking me. If I hadn't texted Sophie we would have died in those woods, Caroline."

"I'm not mad about that. I just wanted to prove I could make friends too," Caroline sighs as they enter their apartment.

"As much as I would love to stay up and talk about this, I am exhausted. Can we go into this in the morning?"

"Max, I'm really upset."

Max shrugs her jacket off and lays it beside her as she sits on the couch. She pats the spot next to her. "Fine. Sit," she takes her hand and squeezes it. "Yes, Becky and I were friends before, but we've grown apart. I've gotten to know you for six years and sure you maybe a crazy person, but we'll always have a closer relationship."

"I know. I guess when I seen you getting along with Becky, I got a little jealous. I'll admit that I don't really like you hanging out with other girls."

"What? I don't have a lot of girlfriends except for Keefer. Sometimes it's nice to chill with them."

"You're right, Max. I guess I got a little crazy. I totally trust you."

"What, did you think Becky and I were going to hookup?"

"Have you never looked in a mirror, Max? You're hot. Oleg says it to you face every day. Each time in a new, clever way."

"I am with you. You are the only one I want to be with. Not Becky, not Oleg, ew…"

Caroline lets out a chuckle as she squeezes her hand back. "Aw, Max. I'm tearing up."

"Now stop moping around and let me go to sleep."

Max stands up and begins to walk to her room.

"You know, Max," Caroline says, stopping her. "We could always go in on that Boober idea."

"If you magically grow some Boober of your own in the middle of the night then we'll talk."

* * *

Caroline came into the apartment to find Max and Becky talking as Max mixed cupcake batter. She sighed, closed the door and discarded her coat that she carried on her forearm. "Hey, babe. I'm back." Caroline put the bags down on the couch and walked over to where they were chatting.

"Hey, Caroline. Becky was just talking about going to get some drinks. You want to come?"

Becky motioned to the watch on her arm. "I'd hate to bale, but I have to get to extras casting. How about tomorrow?"

"That sounds like fun," Caroline smiles. "Is it like a casual bar or fancier?"

Max goes to reply when Becky touches her arm. Max loos over at her and Caroline suddenly gets a pang of jealousy again. It was clear Becky didn't want her there and with the way Max totally casted her aside when Becky magically appeared again made Caroline even more furious. She had to make it clear Max was hers.

"If Becky can't make it, how about me and you go on a date?" Caroline suggests.

"Don't worry. I'll be free tomorrow."

"Oh, how about we all meet up at Oslo?"

"I don't really think"

"Great idea," Becky cuts in. She pulls her jacket on a playfully hits Max on the shoulder. "Text me later."

"Will do."

Max waves Becky out. She goes back to mixing as Caroline stands there with her arms crossed.

"Uh, what the hell was that?"

"What?"

"All the touching," Caroline says obviously. Max rolls her eyes as Caroline starts stroking her arm. "Text me later. Hehehe."

"My god, Caroline. She's just a friend."

"Have you told her that?"

"Becky has a boyfriend. Relax."

This time Caroline rolls her eyes. She goes to grab the bags resting on the couch then stops short when she hears the door close in the hall. She looks up at Max busy digging in the fridge. She slowly sets the bags back down and slips out the door.

Caroline walks outside and catches Becky.

"Um, hey, Becky," she waves.

"Hey Caroline."

"Are we okay?"

"Are we okay?" she repeats. "Why wouldn't we be?"

"Oh, it's just – I kind of got the feeling that you really didn't want to hang out with me."

"Not at all. All of us can chill."

"Okay, great."

"See you around."

Becky walks away.

* * *

Max and Caroline sit opposite of each other taking turns sipping drinks. The atmosphere around them was very Williamsburg, but it screamed of hipster pretension. It seemed like Harlow and Daughters screwed an Urban Bistro and made this place. Still, Caroline decided to pick it because Becky wanted to go somewhere else. She had no idea it even existed, but it made it worth it.

"This cranberry juice is pretty amazing."

"Not as amazing as these nachos. You think I can get a second tray for free by showing that cute server my boobs?"

Caroline kicks her leg.

"I'm only joking," Max laughs. She stops when she notices Caroline not amused. "Look, I'm sorry. I shouldn't have joked about that."

Caroline shits her glance away.

"Are you seriously going to give me the silent treatment?"

Caroline doesn't respond.

"Come on." Max sighs. "is this about Becky?"

Speaking of Becky, Caroline had been wondering when she would show up. She secretly hoped she wouldn't. "I told her not come," Max says like she could read her mind.

Caroline smiles.

"You did?"

Max nods.

She continues to smile as they clink their drinks together.

"I'll go get you more nachos."

Max smiles at Caroline until she walks away. Just when she's out of sight, Max looks around the restaurant frantically before laying eyes on Becky about to walk in. She jumps out of her chair and runs to meet her at the entrance.

"Hey, Max. Sorry I'm late. We didn't end up wrapping on time. There was a technology fuse."

"Don't you just hate when that happens?" Max chuckles nervously. "Um, Becky? Can you do me a favor and leave?"

"Leave? But I just got here."

"Yeah, I know. The thing is, Becky, Caroline doesn't like you."

"Why not?"

"Uh, I'm not sure," Max exhales.

"You know what? No problem. We can do something tomorrow," Becky replies. "That's when I get paid."

"Sounds awesome."

Max walks back to the table just in time as Caroline is walking back with the nachos balanced on her left hand. Max adjust her top and tries to make it seem like she never left.

"One large tray of nachos for my lovely," Caroline grins. She sets the tray down. "Anything else I can for you?"

"Nope."

Caroline sits, and Max pushes the tray in the middle, so they can share. She loved Caroline and she knew how lucky she was to have her. Max just wished she didn't have to sneak around with Becky. Even though nothing was going on between them, she still felt terrible.

* * *

Max got home late. Caroline was still up and asked her how the game went with Earl.

"We lost. Big time."

Max took her purse off as she entered. Caroline walked over to plant a kiss on her cheek. The swift motion carried a breeze that sent and unfamiliar scent up Caroline's nose.

"Max?"

"Hm?"

"Why do you smell like perfume? You never wear perfume."

Max tried to think of another life, but all she ended up stuttering over her own words.

"Were you with Becky?"

"Okay, yes, I was with Becky."

Caroline's face just about turned red. She stormed away from Max. "Oh my god. You weren't with Earl! I can't believe you!"

"Caroline"

"What else have you been lying about?"

Max exhales. She knew she was about to blow up. "The day we were at that restaurant and I said I told Becky not to come, I lied. She did come, and I caught her and told her to leave."

"What else?"

"She doesn't have a boyfriend."

"I can't fucking believe you. I knew I couldn't trust you."

"Don't act like I'm the bad guy here, Caroline. You're the one who has a grudge against Becky."

"Yes, I do because I'm not blind. She wants you and apparently you want her too."

"I told you I don't feel that way about her."

"Oh please. You two have been sneaking around behind my back for weeks."

"If I would have told you, you would've gotten pissed. Like you are right now. I'm allowed to have friends, Caroline. You can't control everything I do."

"I never said that."

"God, you are so predictable."

"Oh yeah?" Caroline screams. "We are done. Did you predict that?"

Caroline stalks out of the apartment and slams the door. Max looks after her, shaking her head.

* * *

"Then she told me we were done and stormed out," Max explains from the couch in between shoveling spoonfuls of ice cream into her mouth. Becky comes out of her kitchen with another tub and hands it to Max. She knew Max wasn't going to pay her back for all the ice cream she's eaten. Becky even had to run to the store just to buy more, but she didn't care. The only thing she cared about right now was making sure Max was okay.

"Maybe she wasn't right for you."

"I shouldn't have lied. This is all my fault."

Becky sighs. She pushes all twenty tubs on the floor, so she can sit next to Max. "What can I do to make you feel better?"

Max shrugs. Becky sighs once more before going in to kiss her. They lock lips for a moment until Max pulls away.

"This doesn't feel right."

"Max, you're too good for her," Becky reasons. She fought the urge to shake her head.

Max clears the tubs off her lap as she sits up. "So, all this time you wanted us to breakup?"

"I didn't _want_ you guys to breakup, but now that you have, we can be together." Becky sits up and positions herself in front of Max. She rests her arms around her neck. "Want to give this a try?"

"Becky, I thought we were just friends."

"We can be friends…with benefits."

Becky goes in for another kiss. Max pulls away.

"I just can't do this. I still love Caroline."

"Max, she broke up with you."

"I'm sorry Becky."

* * *

Max steps into the apartment. When she doesn't she Caroline, she trudges to her room to see the blonde cuddled up in her bed. Max sighs. She looked so peaceful; she didn't want to disturb her. She was just about to walk out when Caroline flips around to face her.

"Max?"

"Caroline, you have every right to be mad."

"I shouldn't have overreacted," Caroline admits, standing up. "I was acting lie a crazy bitch trying to control you. You can be friends with Becky."

"You were right about her. She wanted to be more than friends."

"What happened?"

"She kissed me."

"What did you do?"

"Well," Max starts. "At first I was shocked but then I told her I still loved you and"

Max gets cut off by Caroline attacking her lips. She tangles her hands into her hair as she smashes sloppy kisses all over her face. Caroline then grabs her hand to lead her onto the bed and pushes her down. She lowers her body and begins to rip open Max's shirt getting a glance at her black, lacy bra. Max chuckles as she looks up at Caroline struggling to yank her pants down.

"Caroline, I love you."

"Yeah, that's great. Fuck me."


	4. And the Body Swap

Disclaimer: Yeah, I own this show…just kidding! I also don't own "Freaky Friday" which is obviously where I got the idea to write this.

And the Body Swap

* * *

Caroline eyed herself in the mirror. She fluffed up her hair and licked her teeth still feeling kind of apprehensive. Her shirt hanged weird because of her small boobs and she'd be lying if she said she was happy all the time. Even though she smiled a lot and tried to keep a positive attitude, it wasn't always smiling and rainbows.

Once she sighed and left the bathroom, she headed back to her table with her date, Kent. He seemed interesting enough and had a lot to talk about. Caroline didn't mind this, though. She also didn't mind the five-year age gap which one might not find too wide, but her dating history usually fell between the one to two-year gap. He mostly spent the entire night talking about his family. Although their date only lasted two hours, Caroline got to know a lot about his family, brief stint in prison, his hobbies and goals, and the fact that he had a three-year-old with a previous girlfriend. It wasn't that much of a deal breaker to Caroline. She loved children and didn't mind that much.

Near the end of their date, Caroline finally let her curiosity take over. She reached for a fortune cookie, cracked it open and read:

"Expect a different tomorrow."

Obviously tomorrow would be different. She rolled her eyes then popped the cookie into her mouth.

Max sighed as she got out of the shower. Her hands trailed down her body to her ass in her towel clad body. Sighing again, she turned her neck to look back at it. Even though she was always told she had a nice body, that didn't stop her from hating it from time to time. Her hips were big which made it difficult to fit into jeans and her boobs were huge which made her back hurt.

Seth knocked on the door impatiently waiting for her to come out. Max had to admit that Seth seemed like a nice guy. They'd only been going out for a few months now and he treated her okay, but she still felt like something was off. He was sweet enough, though. A change from her previous boyfriends.

She sighed one last time before coming out and true to Seth's nature, he surprised her with Chinese takeout. After picking at her noodles due to her lack of appetite, she skipped to the fortune cookie which said:

"A new you is more in reach than you think."

That didn't sound too bad to Max. Maybe a new her wouldn't be so bad. Just to see what it'd be like.

* * *

Caroline stretched as she leaned up out of bed. Her chest felt oddly heavy. She looked around to see, for some reason, she fell asleep in Max's bed. When she looked over; no Max.

Max rubbed her eyes as she started to wake up. Suddenly she felt about fifteen pounds lighter and her back felt relieved for the first time in a while. When she finally took in her surroundings, she realized she was in Caroline's bed. She jumped up and looked down.

Caroline came out of her room. They stood face to face with themselves.

"What fuck?" they both scream in unison.

"Caroline why are you wearing my boobs?"

"Why are you wearing my legs?"

Max effortlessly runs to the bathroom to look in the mirror. Her hair is short and blonde, he lips are thin and pink, her chest is small, and her hips are petite. Caroline shoves Max aside to get a look at herself. Her hair is long, brown and wavy, her lips were full, her chest is huge, and her body had curves.

"Oh my god. We're in each other's body's."

"How the hell did this happen?"

Caroline, in Max's body, paces back and forth in the living room with her hands on her lips while blonde Max sits on the couch.

"Okay, let's try to figure this out."

"Eh, I'm not worried," Max shrugs.

"Really? You're not freaked out?"

"Well, yeah, but maybe this could be fun," she reasons. "Being in each other's body's is kind of cool."

"Maybe you have a point," Caroline smiles. "I mean, I finally have boobs!" she grabs hold of them and squeezes.

"Having fun?" Max laughs.

"This is the best day ever."

"Wait a minute." Max stands up and starts pacing. "I just remembered I'm supposed to meet Seth's parents today."

"Ew, the bearded guy?"

"Hey, he's not that bad. He's actually kind of nice."

Something about Seth rubbed Caroline the wrong way. She didn't have to meet him to know she hated him.

"Oh, crap. I just remembered I told Kent I'd go on another date with him."

"When?"

"Today."

They both start to panic. Caroline goes back to pacing and Max throws her head back in irritation. "Okay, obviously we're stuck like this right now. So, I'm going to have to pretend I like Kent and you are going to have to charm Seth's parents."

"This is never going to work. They'll know something's off. We don't act the same."

Max pauses.

"I can act like you," Max says while pushing some hair back behind her eye. "Kent, great to see you again. Wow, you look so handsome in your high-end suit. Did I ever mention I went to Wharton?"

Caroline crosses her arms. "I don't act like that."

"Yes, you do," Max nods.

"Okay, I'll do you," Caroline adjusts her shirt. "Seth, have I ever told mentioned you have such a nice wiener? Want to go do it behind the pizza place on 5th avenue?"

"That actually wasn't bad."

* * *

Caroline yanks up the pants Max said she had to wear over her newly round ass. She liked the feeling of filling out jeans a little too much. Then she thought of having to sit through meeting Seth's parents and the moment faded. Caroline honestly was happy Max found a nice guy. She deserved it after all the losers in the past. Something about him rubbed her the wrong way. Sure, he has never met him, but still. It crossed her mind once or twice that the feeling could be jealousy. As she buttoned up her black shirt and put her bracelets on, she dreaded seeing Seth more and more.

"Caroline, hurry up! I mean…Max hurry up!" Max shouted from the living room. Caroline came out to see Max in a beautiful pink dress with her favorite cream-colored heels on.

"Damn, and I really that skinny?" she grimaces as she walks out. Caroline examines her body.

"Yeah. I'm loving my new legs," Max smiles. She looks at her own body. "Wow, maybe I should try lettuce."

"Are you crazy? I love having curves. Look at my butt." Caroline turns to the side to show Max her butt.

"Do I really have to wear this pink dress though?"

"Yes, you do," she nods as she puts on the pair of earrings she had in her hand. "I am also loving my new boobs. I want to keep them."

"So, we have to set some rules. Obviously no having sex in each other's body's."

"I'm begging you to rephrase that," Max cringes. "Max, you need to relax. And I need to get used to calling myself Max."

"Caroline, it's important to set boundaries. I know this is a foreign concept for you, so I'm willing to break it down for you."

"Ugh, stop making nerd stuff come out of my mouth!" Max shouts.

"Fine, free range? Whatever we feel like doing, we do?"

"Well, that depends…"

"On?"

"If you're going to act like a square in front of Seth."

"Only if you don't make me seem cheap."

"How dare you. It's called being fun. You should try it."

"I have to go, _Caroline._ Wouldn't want to keep Seth waiting."

"Same here, _Max._ God forbid Kent being stood up."

* * *

Max adjusts her dress for the fifth time since leaving the apartment. She's walking hand-in-hand with Kent and she was sure he could feel the sweat coming off her by now. Then she remembered she was in Caroline's body and relaxed a bit.

"Where should we go tonight, Caroline?"

"Um, how about- "

"I was thinking maybe the museum? I like it most when buildings have culture. The art in the room kind of speaks on its own."

"That could be – "

"Or perhaps we should go see a movie. There's a silent one showing at ten. It's in black and white, or course, but I thought a change up would be good. What do you think?"

"Sounds…"

"Caroline are you okay?" Kent asks tuning to Max. "Your hand is awfully sweaty."

"Um, I'm fine. Just a little- "

"Well, I'm glad your fine."

Max wondered how Caroline could put up with such an asshole. Did this guy have some redeeming qualities or something? What she saw in him was beyond Max. He was practically pulling her all the way to whatever the hell they were going.

"I didn't always live in New York, you know. I'm originally from Detroit. I flew out here for a new job and it grew on me after a while. The people here could be nicer, but the atmosphere makes up for it…"

"Yeah, I love living- "

"You know, I had this funny experience back in college where- "

"Okay, I have had it!" Max yells, dropping his hand. The two of them halt. Kent turns to face her again with an obvious startled look in his eyes.

"Caroline it isn't polite to interrupt people."

"Are you fucking kidding me? You've been interrupting me the whole time!"

"I have?"

"Yes, you have! How stupid can you be?"

"Stupid?" he chuckles. "Sweetheart, I went to Yale. I am highly intelligent."

"Yeah, you'd sure like to think so," Max bites. She throws up her hands in aggravation then starts to walk away.

"Where do you think you're going?"

"As far away from you as I can possibly get."

* * *

Caroline toys with her shirt once again as she stands in front of Seth. He told her to come over to his place first. Since they would only be eating dinner with his family, they had time to kill. As Seth stared into her eyes, Caroline could feel weirdly overheated. Not necessarily in a good way. In the let-me-runaway way.

Caroline smiles. "So, what did you have in mind?"

Seth leans closer about to put his lips on Caroline's when she steps back. She couldn't make-out with him in Max's body. It just felt weird.

"Maybe we should hold off on doing that."

"Come on. We had sex last night and you draw the line at a quick make-out session?"

Caroline almost gagged at the though of Max having sex with him. She didn't find him attractive; she really wasn't into beards and kind of felt jealous again.

"I just think we should until after I meet your parents. I want to be prepared."

"Oh, don't worry. They'll love you," Seth dismisses coming in hot again. He wraps his hands around Caroline's ass and pushes her to him. "You're so sexy," he breathes as he begins to kiss her neck. The prickliness of his facial hair sent an uncomfortable sensation rushing through her stomach.

"Seth, seriously."

Seth ignores her, and Caroline starts to panic. He squeezes her butt as Caroline attempts to pry him off her. "Seth, get off."

"Max, what's wrong? Why are you acting like this?"

Caroline exhales, trying to by time to think about what Max would say in this situation. She had to make this as convincing as possible. "I think I made it clear I don't want to do that right now." She finally pin-pointed why she didn't like him. He was way too aggressive.

"Babe, it's fine. I'll make it quick."

Seth backs Caroline up against the wall. His fingers begin to play with the first button of her shirt. Caroline grew furious by the second and just as he finished unbuttoning, she kicked him right in his nether region.

"Max, what the fuck?" he yells, clutching it.

"You're a fucking asshole, Seth."

Caroline begins to walk out of his apartment.

"Where the hell do you think you're going?"

"As far away from you as I can possibly get."

* * *

"So, I guess we're both boyfriend-less," Caroline plops down on the couch. "Sorry I kicked Seth in the crotch."

"Don't be. From the sound of it, he deserved it."

"Yeah he did," she chuckles.

Max plops down on the couch next to her.

"You know, I'm kind of glad I was in your body. If he had did that to you, I would have murdered him."

"I did enjoy ripping Kent a new asshole."

"How are we going to change back?"

"I have no idea."

The both sigh in unison.

"I do kind of miss my legs," Caroline admits. "And my back is killing me."

Max laughs. "I guess having curves isn't too bad and I can't believe I'm saying this but having small boobs sucks."

"Tell me about it," Caroline smiles. "I guess we shouldn't complain, or god knows how we'll end up next time we do."

"Agreed."

Max leaned in without thinking. Caroline followed suit and before they knew it, both were getting lost in the moment. Suddenly, their bodies jolted together with force. They broke the kiss then looked up.

"Ah, I'm myself again!" Caroline beamed, feeling at home in her own body again.

"My boobs are back!" Max exclaimed while clutching her chest.

"Quit rubbing it in."

An awkward silence hung in the air.

"That kiss…" Max started.

"It was…"

"Wow."

"Yeah, wow."

They both exhaled.

"What do we do now?"

"I don't know. You want to…get together?"

"Yes."

"Well, that settles that."

Caroline pushes her hands off her legs to stand up. "Good night," she salutes before heading to bed.

Max walks over to her room. "Night."

* * *

Corny, I know, but I couldn't help it. They're just so dang cute.


	5. And the Fountain Bathing

Disclaimer: I own none of these characters. I promise. I also don't own the band _The Strokes._

Caroline is still rich in this one.

Maxoline: And the Fountain Bathing

* * *

Max was desperate. This wasn't exactly breaking news. She had just gotten evicted because her not-so-wise landlord finally learned she had no intention of paying her debt off. That much was clear when he barged in on her the other day smoking high-grade pot while in the bathtub listening to _The Strokes_ on blast. Unfortunately, her little "vacation" came to and end when he threw her out (after letting her get dressed, of course) leaving her with one duffel bag and a whole load of depression. Now she was just wishing she hadn't smoked all her pot.

She didn't know what to do. She wasn't going to sleep in the streets. With her luck, a crazy man would try to slit her throat before taking everything she owned leaving her with nothing but the clothes on her back. It was like she had nothing and everything to lose at the same time.

…

Caroline was desperate. She spent the past hour scouring the internet looking for a pair of Saint Laurent black pumps that appeared to be sold out on every single website. That sucked for her because she would be the only one not wearing them at Hilary Walldare's stupid ass party. She had to go to it. If she didn't, she might as well dig her own grave and lie in it. No matter how much she couldn't stand Hilary and her nasally voice.

"Caroline, how are you?"

"Caroline, that purse is so two months ago."

"Caroline, blah, blah, blah."

Ugh, how she hated her. She hated her so much she had to like her. There was just one other tiny problem: she didn't have a date.

Hilary stole William right from under her. She would no doubt be there with him. Caroline couldn't be the sad, lonely girl ay the back of the party crying over how no one would love her and how she'd die alone with 67 cats.

She had to think of something.

She sighed, rested her head on her propped-up hand, and continued to search.

She felt like she had been walking forever. Somehow, she found herself in a prissy, gated community. It wasn't just the sign that gave it away, half of the driveways alone were worth more than everything she owned combined. Max clearly didn't belong there. She gave off a dirty hippy vibe. All she needed was rainbow pants and a festive bandana. Still, she continued walking. She wasn't dumb enough to think some rich snob would let her crash on the couch or anything, but maybe she could find a nice fountain to bathe in.

She chuckled to herself. "I'm definitely not above fountain bathing."

Almost every estate had one. It was glorious. It was like Christmas. Max got to choose out of all these beautiful crafted fountains to get naked in.

"If I'm going to do this, I better make it quick," she says, looking up at the sky. "Well, at least it's night."

Max quickly walked up a driveway and ducked in the bushes. She carefully watched her step; cautious not to set off any possible alarms that could potentially send her to jail. If that happened, at least she'd have a bed…and a shower.

The whole area was eerie, but not in a horror movie way. There was smoke everywhere with hints of light mist that smelt of peppermint and something else unidentifiable. Perhaps jasmine? Who knows. It looked like a spa.

She tossed her duffel bag next to the fountain. Looking around seeing no one, she begins to take her clothes off. She didn't know why, but she suddenly got a rush of adrenaline. At any moment someone could catch her.

Max sat her butt in the water. Letting out an "ah" of cleanliness and content. Much to her surprise, the water was warm. It was weird. It was almost begging to be bathed in.

She closed her eyes only for a moment. When she opened them, she guessed she had drifted off because right in front of her eyes a tall, blonde woman stood screaming.

"Ahh!" Max jumps up. She looked down realizing she was still naked and tried to cover herself the best she could.

"Oh my god!" Caroline screams. "What-why? What are you doing in my fountain?"

Max looked around, her uncomfortable blue orbs looking virtually anywhere but at the woman. "I think it's pretty obvious. I'm taking a bath."

Caroline tried not to look back at her, but still caught a glimpse of her flawless, pale skin glimmering in the moonlight. "Uh, how about you come inside instead of being naked in my yard?"

* * *

Max Black had been in a lot of houses. Every time she ran away from home she got to see something new, but _this_ house was like a palace. Like the ones in the fairy-tales with the elegant, sleek design, the chandeliers, the famous portraits, the statuettes – everything was so beautiful.

She was almost breathless. "Wow."

Caroline opened the door to her closet causing Max to almost faint.

"Holy shit!" she mused like a kid in a candy store. She ran up to the tub and stroked it longingly. "You have a tub in your closet!"

Caroline couldn't help but chuckle. "Yeah, I figured it'd be better than public fountain bathing."

The shock finally faltered from Max's face as she began to take in the heiress. She was tall – not just because of the ridiculous heels she was wearing; she had legs for days. Her blonde hair was so bright almost like a firefly. Two strains of pearls rested above her collarbone. She was gorgeous.

"Take a picture, it'll last longer."

Max snapped out of her gaze mortified. "I-I'm sorry…" she didn't know what was going on with herself today. It wasn't like Max to get flustered.

"I'm only kidding."

A moment of awkwardness washed over the room. Caroline took a step back. "Right, so I'll give you some privacy while you clean up."

As soon as the door closed, Max's clothes were back off.

The two find themselves drinking tea in the foyer. Max is clad in a silky robe with the initials " _CWC_ " on the pocket in cursive font.

"Thanks for the robe."

"It's comfortable, right?" Caroline nodded. "So, do you normally clean up in fountains?"

She shrugged. "Not usually. It's something I just started doing recently."

The blonde put her drink down. "Name?"

"Max."

"Cute. Short for Maxine?"

"Something like that," Max responded.

Silence fell again, but only for a moment.

"Okay, here's what's going to happen. You are going to accompany me to Hilary Walldare's party tomorrow night."

She laughed dryly. "Why would you want _me_ to go with you to some fancy, rich girl party? It's not like I'm worth anything."

"Look, I know we just meant, but I can't go alone. If I go she wins," Caroline sighed. "No one has to know you're a homeless poor person."

"Wow. Do you know how to flatter or what?" comes her sarcastic remark.

"Are you in?"

"I don't know. It's not really my thing."

"Oh, okay. I could always just call the police for you trespassing on private property, public nudity…"

"That is low and bitchy," Max declared. "I respect that."

"Wonderful. You can sleep in the guest bed."

…

The bed was the single most comfortable thing she ever slept on. More so than her own bed she had to leave behind. That, and her favorite "sweet sheets" with the edge she liked to rub. Caroline's sheets were silk (of course) – no edges and really sweaty come morning. Max couldn't begin to complain though. The tub she got to soak in made up for it.

"Ow," Max winced, as another needle poked her in the butt. She was currently in Caroline's dressing room getting fitted.

"Sorry, miss," the man apologized again in a thick French accent. He stepped out for a moment and when he left, Caroline stepped in.

"Well, that dress is coming along great," she smiled. The dress was an elegant black gown that swooped down to the ground. The shimmering gold gems around her waist came together in the back and lined down the bodice. The thicker straps supported her bust perfectly. It was simple yet gorgeous much like the person that donned it.

"Take a picture, it'll last longer," Max smirked.

She snapped out of her trance, blinking furiously. "Uh, um…I was just admiring the neckline."

"Uh-Hu," the brunette nodded clearly not buying it. "So, what's up with that French guy sticking needles in my ass? I'm starting to lose feeling." She rubbed the sore spot while scowling.

Caroline chortled. "He must have been sewing on the sequences," she says. "Anyway, if anyone's going to believe you are…like them, we need to work on your walk, speech and mannerisms."

"Ugh. Is that really necessary?" she threw her head back in agony. "I can just wing it."

"Oh, are you experienced in improv?"

"What now?" Max blinked. Caroline raised an eyebrow. "I mean, yeah…improv. I do it all the time."

"Show me."

"Alright." Max stepped down off the low stool and began to sway her hips as if she was walking down the runway. She turned then put a hand on her hip, flipping her hair to the side in a flirtatious way. "Nice to meet you. Sorry I'm fashionably late. I lost track of time drinking wine on my private jet."

"Okay, very funny," she laughed.

Just then the designer came back in with extra fabric. He motioned for Max to go back up on the stool.

Caroline watched him sew away but caught herself glancing over Max's curves. She was pretty sure her mouth was starting to water. It was just, she had never seen someone so beautiful. The party couldn't come fast enough for her to stick it to Hilary. She knew her "date" would turn some heads.

Once the fitting was over, Max stood in the mirror admiring the back of the dress. "Holy crap this is gorgeous."

"You sure are."

"What?" her head snapped back to Caroline.

"I-I mean, it…the dress sure is gorgeous."

Max pulled her lips up to her signature devious smile. She started to walk towards her with confidence and class; something Caroline didn't think she had in her. She could feel Max's hot breath on her neck. "Do you like what you see?" The blonde's eyes went wide as she thought of what to say. All she could manage was a weak gulp. "I think you do."

Max started to leave a trail of kisses down her neck. Caroline wasn't sure if she was worried or turned on. Probably a mixture of both peppered in with some nervousness. Whatever it was, it was making her absolutely mad. She was just about to put her lips on the homeless girl's when Max pulled away. Caroline's heart dropped to her stomach. It was probably for the best.

Max walked out the door, swaying her hips on the way out. Caroline slid down the wall trying to regain her stability. Her brain just about turned to mush, slipped out her ears and squirmed down to the floor.

* * *

It was that time again when Caroline walked through those double glass doors leaving all her pettiness and discretion behind. It was crucial Hilary thought she forgave her for stealing William. But what she didn't know is that Caroline had a secret weapon to make them squirm. After all, she was just using Max to get back at him. It wasn't like any feelings were involved.

"Hey! Caroline!" She knew that high-pitched cry anywhere. Caroline turned around looking to Hilary as she walked closer wearing a pink, strapless ensemble with her man candy hung around her arm. Caroline mentally snorted. It was the only color she could pull off and even when she wore it, it was just barely. "Aw, are you alone again?"

"Nope."

"Well then, where is your date?"

"Oh, they should be here any second."

The glass doors opened as Max stepped in slightly intimidated. That confident shimmer in her eyes was gone, that didn't go unnoticed by Caroline. She advanced forward and everyone stood aside taking in her appearance. Several women were hitting their men for staring though they were staring too.

Hilary stammered back in awe as Max came up to them. William just gawked at her chest.

"Hilary, William, this is my date Max."

She blinked furiously while pulling at William. "How…nice of you to come. I just realized we don't have enough champagne."

"What are you talking about, Hil? We have tons…"

Hilary silenced him with her elbow as she pulled him away.

"Well that worked."

"Yeah, did you see her face? She was clearly jealous," Caroline mused.

"Just wait until she finds out she's jealous of a lower-class poor chick," Max said, grabbing a glass of wine from the server. "That'll make her even more furious."

"You really do look incredible."

"Stop staring," she warns. "I already have enough eyes on me."

"Right, sorry. I forgot you're probably just not used to so many stares."

"Oh, I get stares. Mostly from old perverts at work, but still."

"Where do you work? If you don't mind me asking."

"A dead-end diner in Brooklyn." She finished off her glass of wine and goes to get another. "Um, I think I can get used to expensive wine and couture. Even if it's just for one night."

Caroline looked up. "Look at that gaudy chandelier."

"I feel bad for whoever has to clean that thing."

The sound of metal hitting glass rings through the ears of everyone in the room. Hilary stood on the steps. "I'd like to make a quick toast to everyone who was able to attend _my_ amazing party. I am so grateful to have such good friends," she turned to William. "And even more to have such an _amazing_ boyfriend." She drew him in for a kiss. The room filled was "awe's".

Caroline rolled her eyes and so did Max. Without warning, Max bashed her lips on Caroline taking the attention off Hilary an onto them. The couple on the stairs watched, one encouraging and one not.

Hilary stomped off.

When Caroline and Max broke the moment their eyes locked. The shimmer was back. They turned around and everyone who had been watching collectively looked away.

"That was some kiss," William nodded.

"Oh, it was just a peck," Caroline down played. Inside, she was beaming. Did her plan work? Had she made him jealous? However, her internal grin faded as William put his attention all on Max.

"You know, there are a lot of beautiful people here tonight, but you have got to be the best one."

Max rolled her eyes. "How original. What movie did you get that line out of? _How Not to Pick Up a Lady_?"

He shrugged. "Who says I'm trying to pick you up?"

"Even if you weren't, it'd still be no."

"Why don't you give me your number, so I can work on changing your mind."

Caroline cut in. "The answer is no." She cocked her head. "I suggest you go find Hilary before I do and tell her you're here flirting with my girl."

Max smiled at the thought of being her girl. It wasn't the most outrageous thing she ever heard.

"Well, I should go," he says nervously.

* * *

"That could not have gone better."

They sit in the back of the limo. Caroline grinned from ear to ear as Max ate a plate of prosciutto. " _That_ couldn't have gone better, but this sure could. All I need is a glass of that fancy ass wine and I'll be ready to die."

"I happen to always carry a bottle of Dom Perignon," Caroline smiled, seemingly producing a bottle out of nowhere.

"You know, as amazing as this night has been, I just feel sorry for you. Having to bring some charity case to a fancy ball."

"I don't think of you like that…"

"It's okay, Caroline. You were nice enough to let me clean up inside, but I just don't belong with someone like you. I may look like this tonight, but I'll always be a broke girl."

"But Max…"

"You can just pull over here," Max said to the driver. He tipped his cap and stopped the car. Before Caroline could protest, she got out of the limo and headed down the road. Pretty soon Caroline was only left looking after her dark silhouette.

...

Caroline scoured the internet desperately trying to find anything on Max Black. The only thing that kept coming up was some old philosopher of the same name. she just couldn't get that woman out of her head. Everyone had been talking about Max at the party and Hilary, without a doubt, would be asking where she was. Caroline would just have to tell the truth unless she could track down the damn woman. Caroline couldn't care less if she was poor. Ever since she locked eyes with her mid-fountain bathing, all it had been was "Max" all the time in her head.

" _Where do you work? If you don't mind me asking."_

" _A dead-end diner in Brooklyn."_

That was it! She'd go find the diner and get her back. It sounded insane, but maybe just the right amount of insane to actually work.

* * *

Max had to work overtime due to Paulina not showing up. All she could think about was how Han better be giving her a raise. Well, that wasn't entirely true. She also kept thinking about Caroline. Why? The fun lasted for a while, but now reality had to sink in. they party was unbelievable, the dress was beautiful…that just isn't her life.

Paulina's small couch couldn't compare to the heiress' guest bed. At least it beat sleeping on the street.

"Hi, I'm Max. How can I help you?"

The customer lowered their menu to reveal the only person she'd been wanting to see.

"Caroline?" Max asked, stunned.

"Yes, I would like you to go please."

"I'm not on the menu," Max casually replied quickly gaining back her posture.

"What a shame. I'm sure you'd be a hot seller," she grinned.

"What are you doing here?"

"Isn't it obvious?" she shrugged.

"I'm not in the dress."

"And you're still fucking beautiful."

Max fought the urge to smile. She sat down opposite of Caroline and exhaled. It's not like she wasn't flattered by Caroline taking the time to hunt her down like this, however, Max knew she didn't deserve someone like her. Rich people are meant for rich people. There isn't anything she could give her.

"I don't deserve you, okay? I got out of the limo for a reason. I can't let you throw your life away for some dirty, destitute like me."

"I'll have you know I am known for getting what I want. I want you."

"What would people think?"

"I don't really care. You must be the hottest girl out there. Judging by people's reactions at the party, I'm certain you being poor would be the last thing on anyone's mind."

"I kept the dress."

"You look better without it."


	6. And the Hard War

Disclaimer: Never have I owned any of these characters. Ever.

Maxoline: And the Hard War

Caroline uncoordinatedly busts into the apartment carrying plastic bags all up her arms. She attempts to close the door with her foot as she carefully sets the bags down on the floor. "Max, I'm back!" she yells, nearly out of breath.

"One second!" Max screams from her bedroom. She comes out in her bra and underwear almost giving Caroline a heart attack.

"Max! What the hell?" Caroline tries not to make it obvious she was staring. Although it was kind of hard with her being _right there._ The set was black and lacy and it made her look like a sexy vampire.

"Sorry. I left my clothes out here."

Caroline quickly picks the groceries back up and walks passed her while sneakily glancing at her ass as she bent over to pick her clothes up. She starts organizing everything away hoping her hot cheeks weren't giving her away.

"So, what did you get me?" Max asks while throwing her shirt on.

"Nothing. I had to stick to the budget."

"You went to the store and didn't get me anything? What did I do?"

"You didn't do anything. I just-" Caroline stops talking when she notices Max starting to pout. "Don't make that face at me."

Max shrugs, coyly. "What face?"

"That face," she points.

"I don't know what you're talking about."

"Max, I'm warning you."

"I'm sad…"

Caroline stares at her pout before grimacing as she gives in. "Damn it, Max. Fine. I'll get you something!" She stalks over to the couch and picks up her coat and purse. She hated that Max had some kind of voodoo magic over her and she also hated not being the one Max wore her lacy underwear for.

"Thank you. You're the best."

Caroline sticks her tongue out. She opens the door and just about steps out before colliding with Randy. "Ow!"

Max runs over.

"Are you okay?"

"Yeah, I'm…" Caroline trails off as she sees Max step over to Randy and kiss his forehead. "And you meant Randy, not me."

"Do you need some ice?"

"No. I think I'll live," Randy replies. Once he regains his vision fully, Caroline watches his eyes trail over Max. A pang of jealousy takes her by surprise.

"Well, I got to go," Caroline smiles. She happily splits the two up by forcing her way through them. "Got to go get Max something from the store."

"Oh, no need for that," Randy grins. He reaches in his back pocket and pulls out a bag of beef jerky. Max gasps.

"My favorite kind!" she beams. Max snatches the bag as Randy chuckles.

"But you still want me to get you something, right Max?"

Max didn't hear her over the smell of the jerky.

"Guess I'll go find a car to cry in," Caroline says loudly. The couple pays her no mind. She sighs.

"We should do something fun tonight," Randy says. He closes the gap in between them to kiss Max on the lips. "Just me and you. What do you say?"

"Will there be meat involved?"

"Plenty of meat," he nods. "Plenty."

Max laughs as Caroline gags.

"But Max, we have dessert bar stuff to take care of. You promised you would give the dessert bar your full 6%."

"It's just one day off," Randy shrugs. "Think of it as a vacation day."

"Oh. You gonna take me to paradise?"

"I wanna take you all night long."

"I am still in the room here guys," Caroline cuts in. "Max?" She turns to her roommate.

She sighs. "I did say I would help. It's only fair. I wasn't around for startup and Caroline basically had to do everything herself."

Caroline nods. She blamed Randy for that. She wouldn't forget how he broke her after leaving L.A. That was before he came and took her back. Max was her best friend. She hated seeing her hurt.

"Alright. I don't want to keep you from your duties." Max snickers. She hoists herself up to kiss him. "Last chance. We don't have to go straight to dessert."

"The only dessert Max is getting tonight will be at the bar," Caroline cuts in again taking Max by the arm. Caroline waves to Randy as the two exit the apartment.

Caroline looks over at Max for the sixteenth time since staring inventory. She was restocking the liquor like a pro. Caroline took notice in when Max was focused on something, she could sure accomplish a lot in a short amount of time. Max cut open another box with her mini knife. She smiles as she takes the tiny green glasses out one by one and sets on the trays. Max looks up for a moment and sees Caroline looking at her. "I knew you've been staring at me!" Max muses. She breaks down the box and throws it in the pile on the floor.

Caroline shrugs. "I can't help it Max. You're cute when you're working."

"Aren't you supposed to be doing inventory?" Max tilts her head. Caroline knew she was trying to distract her from the fact that she was blushing.

"Yes and I'm almost done."

"Uh-Hu. Well, I'm done with my job. Pretty good, hu?" Max glides to the side while using her hands to gesture magically to the shelves. Caroline laughs.

"Not bad. You're getting really great with this bar stuff."

Caroline gets out of her chair to walk behind the bar with Max.

"You know, you might be right," Max says. "I actually really love being behind the bar. I think it's what –"

Caroline bashes her lips on Max's. Her words get caught in her throat causing a choking sound to escape her mouth. Not before long, Max pulls away.

"W-why did you do that?" Max sputters.

"I don't know," Caroline frowns. "I'm so sorry. I wasn't thinking. I have no idea why I would just kiss you like that. I don't even like you. No…I mean, I do like you in a friend way. Nothing more, nothing less. It's really the low-light in here that's to blame. It turns people on. Not that I'm turned on right now. Dear god please say something."

"Caroline! Max yells, snapping her out of her rant. "Relax. I'm not mad."

"You're not?"

"No," she shakes her head. "It was just a harmless kiss. No biggie. I know you don't think of me like that. We're best friends like you said."

"Yeah," Caroline nods. "Woo! Well, glad that's cleared up. I'm going to take a short break to the ladies' room."

"Take your time," Max smiles back at her as Caroline speed walks to the bathroom.

Inside, she takes a look at her flustered face and smacks herself. "What were you thinking?" Caroline scolds. "That was the perfect time to admit your feelings you dummy!"

Caroline halts her self-loathing session when she hears someone enter the bar. She peeks out just enough to see Randy come up behind Max and kiss her neck. He wraps his arms around her and Caroline sees Max's face light up.

"Oh," Caroline grumbles. "I can't tell Max I love her. She's happy with Randy and I have to respect that."

"You almost done?" he asks in between kisses.

"Yeah. Got done a little early," Max breathes.

"What do you say we take care of those plans we made before?" Randy gives her a squeeze.

"Great idea."

Randy turns Max around to kiss her mouth. Caroline decides to stop eavesdropping and made her presence known.

Max is the first to notice her come out. "Hey, you don't mind if I cut out a little early, do you?"

Caroline flicks her eyes at Max's hand resting on his chest. She quickly zones back in. She wanted to stall their love making the most she could, but didn't want to be a selfish friend. After all, it was going to happen sooner or later. Caroline also made a mental note of Max asking before she just blew her off to go blow Randy off. That touched her. "Not at all. Go have fun."

The two bolt out the door leaving Caroline all alone. She sighs.

…

Caroline laid awake in her murphy bed as the love birds giggle in the bedroom. She rolls her eyes as she turns over. They have been up for hours doing who knows what in there. Surely they couldn't still be going at it. Caroline sat in the dessert bar for an extra hour to make sure she didn't come home to hear anything.

She kept thinking about that kiss they shared. It was without a doubt one of the best kisses she ever had. Max's lips were plump and soft against Caroline's. The way they seemed to move on their own drove her mad. Max was an excellent kisser. There was no denying that Caroline was jealous of Randy.

Morning came sooner than Caroline hoped. She sprung out of bed before the couple to get started making breakfast. She knew Max couldn't resist chocolate chip pancakes.

Max came out of her room complete with tousled hair and no pants. She wore her long brown shirt. Caroline assumed, or more like prayed, she was also wearing underwear. Randy came out shirtless as per usual. The two kiss before smelling the scent.

"Do I smell chocolate chip pancakes?" Max beams. She walks over to the counter and Caroline slides a plate over to her.

"Yep. Made them from scratch just how you like."

Max dips her head down to lick a pancake while Caroline gives a smug look to Randy. She didn't know exactly what she was trying to prove, but any attention she could get off of Randy and on to her, she took.

"While you enjoy your pancakes, I'm gonna hop in the shower," Randy says, slowly walking to the bathroom. "Want to join me?"

"Can't right now. Pancakes," Max replies with her mouth full. She smiles back at him showing all the bits of chocolate stuck on her teeth. Caroline and Randy were sure each of them knew what the other was thinking. They both wanted to lick that chocolate off Max's teeth.

"Do you want more?"

"Ugh, no. I can't. Mm…maybe just one more."

Max grand another one from a smiling Caroline's plate. She enjoyed making Randy pissed off. If it was a competition he wanted, that is exactly what he was going to get.

…

Max and Caroline were both on the couch playing footsies. Caroline started the war, but Max was sure to finish it. With their legs just about entangled together, Randy walks in. Max jumps up to kiss him. Caroline gags as she gets up and makes way for the kitchen. Their kiss lingers for a few more unnecessary seconds. Randy's hand dips down Max's back and squeezes her ass. Max yelps at the sudden gesture. She playfully smacks him.

Caroline knew Randy was dangling Max in front of her which only made her more furious than she already was.

"So, you guys have anything planned for today?" Caroline suddenly questions.

"Wouldn't you like to know?" Randy replies, slyly.

"I actually don't think we do," Max answers.

" _Actually_ …I'm taking you to the movies."

"Is it the one with the screaming monkey?" Max gasps. "I've been wanting to see that!"

"You mean _Monkey Around_?" Randy produces two tickets out of his back pocket. Max gasps again.

"No way!"

"An exclusive advance viewing for just us."

"You bought out a movie theatre for me? Aw!" Max grabs the tickets then flings herself into his arms. Randy gives Caroline a smug look from over her shoulder. Caroline glares back.

"I don't know. I heard that movie was pretty awful."

"But nobody seen it yet," Max counters.

"Well…" Caroline starts. "It was _predicted_ to be terrible. Too bad Randy here bought all the tickets because _I_ was going to take you to…"

"The new mac and cheese restaurant?" Max guesses.

"Uh-Hu. They're having an all you can eat buffet."

Caroline stars walking towards Max. Randy gives a knowing glance.

"But you can go there any old time," he reasons. "This is a once in a lifetime thing." He pushes Max's hand that was holding the tickets closer to her face.

"That's true," Max sighs.

"Um, it took me a month to get a reservation to this place," Caroline scoffs. "Wouldn't you rather watch _Money Around_ from the comfort of our apartment?"

"Well, that-"

Randy begins to rub Max's arm. "We can make-out a little before the movie starts. No ushers telling us to keep it in our pants."

"But Max," Caroline stands on the other side of Max pulling her arm. "All you can eat. I even heard they have forty different kinds of pudding."

"Did I mention I'm a lawyer? All I'd have to do is make a few phone calls and I could get us in there right after the movie."

"Well, I'm her best friend and I know her best."

"And I'm her boyfriend and I know her as well."

"Guys, I'm starting to get a little dizzy here."

Max wobbles side to side being pulled by her boyfriend and best friend. She couldn't think straight, her brain was going crazy. Suddenly, Max lurches forward and vomits all over the floor.

"Max, are you okay?" Caroline asks quickly reaching to help her. She offers her a hand and so does Randy. She swats them both away and leans back up slowly.

"No. Both of you are acting ridiculous," Max yells. "I can't choose between you two and if you both loved me like you claim, you wouldn't make me."

"Max, you're right," Caroline sighs.

"I need to be alone right now."

…

A couple weeks went by and Max and Randy were in cruise control. They seemed to be taking things fairly slow (except for the occasional "no Caroline in the apartment" day) and Caroline waited up for Max almost every night. When Randy had no plans, Max made plans. It shouldn't have drove her crazy, but it did. She felt lonely. All she thought about while waiting was that kiss at the dessert bar. The way Caroline stuttered her words and the way she's been acting made her think Max already knew.

It was midnight when Max came back. She tip-toes in and gently shuts the door. When she turns slightly and sees Caroline sitting on the couch, she jumps.

"Shit," Max clutches her chest.

"Didn't expect me to be up?" Caroline's response came out more bitter than intended. Max's expression changes from startled to shocked. She shrugs off her jacket and lays it on the couch. "That a new jacket?"

"What?" Max looks down at it then back up. "Oh, Randy got it for me."

"He did, did he?" Caroline fakes a smile. "That also a new bracelet?" Caroline didn't know why she was being so bitter, but she couldn't seem to turn it off. Here Max was looking absolutely amazing after her date with Randy and Caroline was furious that it wasn't her. She was wrong. She couldn't stay friends with Max.

"Caroline, you're acting very odd. Are you okay?"

"I'm fine."

"Oh no!" Max shouts. "Don't even try that bullshit with me, Channing. We've been over this. You are not fine. You're pissed at me and I want to know why!"

Caroline bolts off the couch to stand face-to-face with her roommate. "I don't know why!"

"You don't know why?" Max muses. "Caroline, you are my best friend. We've been living together for years. I never want you to feel like you can't be honest with me."

"That's just it Max. We can't be friends."

"What do you mean we can't be friends?" The pout was back, but it wasn't the cute pout. Max was genuinely crushed.

Caroline sighs. "I don't know. We just can't. You're clearly caught up on Randy anyway. So, why don't you just go back to him? Go have sex or whatever."

A single tear escapes Max's eye. She threw her hands up in defeat. "Okay. I can tell when I'm not wanted."

"Are you seriously playing the victim right now?"

"What do you want me to say?" Max cries. "I don't know what to do right now, Caroline." Max breaths for a moment. Caroline's eyes turn soft. Her rage that just took over passed.

"When I kissed you in the dessert bar, I…it wasn't just because of the romantic, low-light vibe. I love you, Max. I'm _in_ love with you. I've been so selfish and I don't blame you if you hate me right now. You did nothing wrong. I just can't continue being friends with you when I feel this way. I can't keep being selfish. You love Randy and I have to accept that. I'm sorry."

Caroline leaves the apartment before Max can say another word.

.

It wasn't that hard to find her. Her hiding spot was the diner of all places. She sat in Sophie's booth in the dark. Max came in and sat opposite of her.

"Hey," Max offers.

The air was uncomfortable. Caroline smiles slightly.

"Hear me out," Max exhales. "Look, yes, I do love Randy." Caroline nods out of respect while trying not to tear up. Everything she had left in her wanted Max to say she loved her back, but that just died. "I should've known how you felt. You have been acting weird around me for months. The kiss, the pancakes, the grimaces, the fighting with Randy…it was all there the whole time and I was too stupid to figure it out. I'm the terrible friend, Caroline. I just didn't expect you to fall in love with me. _Me._ I don't get it. You are so smart and beautiful. You could have _anyone._ I'm just me."

"Randy loves you. I'm sure his reasons are the same as mine."

Max rolls her eyes. "Sometimes I think Randy is mainly into the sex more than me, but I think I understand."

"It's not just because of your body…although I mean, it's pretty…wow…"

"Okay, Caroline. Chill out," Max laughs.

"Remember what I said about you being cute when you work? I meant that when you lit up just restocking the drinks, I saw something in you that I've never noticed before. You're just so driven and I love that about you."

Max's eyes start to gloss over listening to Caroline. Something took over Max's legs as she crosses over to Caroline, scoots next to her and places her lips onto the blonde's. It was a quick, simple kiss, but Caroline still felt those same sparks. Caroline puts a hand on Max's cheek, her eyes still leaking.

"You're so beautiful."

Max reaches up to put her hand on Caroline's.

"I'm sorry."

"Don't be. I don't want to force you to feel anything you're not."

Max gives her another soft kiss.

"I just wish things were different," Caroline chokes.

"Me too."


	7. And the Trouble in Paradise

Disclaimer: Still. Don't. Own.

Maxoline: And the Trouble in Paradise

Caroline picks up the bill the last customer left and holds it in her hand. She fights the instinct to sigh. "Well, that was our last customer." She walks up to the bar where Max is cleaning the counter from her lime accident and smacks it down. "That man just left this on the table."

Max looks down at it. "That's one hundred dollars."

"It sure is!" Caroline beams. "If this kind of money keeps coming in, we might actually have extra. You just keep being amazing behind the bar and we are going to make it."

"Yeah, that's what you said about our first business and we both know how that ended."

Caroline's face draws back at her negative reaction. Max ignores this and continues cleaning glasses then putting them back on the shelf. Caroline told Max that the dessert bar would be a success before it even opened and now with the holidays coming, there would be even more customers coming in for seasonal desserts.

"What's up with you today?" she asks.

"I'm just worried you're going to be disappointed when business slows down, Caroline. Sure, we're doing okay now, but what about in a couple of months?"

"I want to focus on where we are right now. That one-hundred-dollar tip was a sign."

"You think everything is a sign."

"Max, stop being a Negative Nancy!"

"Uh, more like a reality-check," Max refutes.

This time Caroline does sigh. She knew Max had a fear of success, but lately she's been bringing the vibe down low. The only attitude in business was a positive one. That's what she had always been told and Max knew her Wharton upbringing was basically all she had to hold onto from the past – besides a couple goose feather pillows and her night guard. She would roll her eyes before she playfully hit Max thinking nothing of it when she would tease her for bringing it up. However, the Wharton put-downs seemed to be getting meaner and meaner as the weeks went on.

She loved Max. She loved her so much that she was willing to take the bad days with the good. That's what relationships were all about. When Max needed space, she respected that. When Max wanted to sleep alone, she respected that too, and on the off chance Max decided to blow off work and get drunk – she respected that. Caroline was hell-bent on making their relationship work. Clearly Max didn't seem like she was willing to do the same.

Caroline gives up trying to convince her and goes behind to start helping. Once everything is done, they close up for the night and head home to their apartment. Max throws in the towel without even saying goodnight to Caroline which was odd, but she thought nothing of it (like always) and pulled her bed down for some much needed shut-eye. Come morning, Caroline waits on Max to get ready for work so they can both walk there together. When a couple moments go by, the blonde steps into her room to find a note.

It said:

"Wanted to get to work a little early and didn't want to wake you."

Max

The note coupled with Max's strange behavior was enough for Caroline to start overthinking every little thing. Even when she got to the diner, Max acted like she didn't even see her. True, the diner's clientele began to increase, but Caroline still felt a little angry. She walked in the kitchen to see Max filling coleslaw cups. Caroline motioned to Oleg to "get out". He sighed then reluctantly left.

"Did you come in here to help?" Max asked.

"Mind telling me what the hell is going on with you?"

"What are you talking about?"

"Don't play dumb with me, Max. I can tell when something's wrong, we've been together for three years," Caroline folded her arms while she waited for Max to put down the cup and face her.

"I think we should wait to talk about this at another time. We're busy."

"No, I think we need to fucking talk about this right now." Caroline snatched the ceramic cup out of her hand and threw it up against the walk-in door. Coleslaw flew everywhere like it was a bomb going off. Max stood where she had been, speechless. "At first I thought your shitty attitude was just a phase, so I decided to ignore it because I didn't want to fight. Then you disappear on me for hours last week and I shrug that off as well. Now you're acting like I don't exist and treating me like crap? What gives, Max? This isn't you." Max finally turned to look at her. "Max, what's wrong?"

"I don't know how to be any more obvious, so I'll just come out and say it," Max took a deep breath. "I don't love you anymore."

"Where is this coming from?" The look in Caroline's eyes resembled a kicked puppy. The fragileness, the hurt, the depression – it was all there. "How could you say that?"

"I'm bored, Caroline. Frankly, our relationship's just not what it used to be. I want more than this."

"So that's it? You're just giving up? How long have you felt like this?"

"Going on a year now."

"Wow. Here I was thinking we were fine, but now I realize I don't even know you anymore."

Max rolls her eyes. "Save me the drama, okay? I'm not the same person, get over it."

Max saw a flame go off in her eyes. Her expression flipped from hurt to anger yet again. Perhaps she went a bit too far. A sharp slap hit Max's cheek. When the shock wore off, it stung badly.

"You're a bitch, Max."

Max had been called many names by many people. She never let them get to her, but this one time. She honestly didn't know what hurt worse.

…

Storming into the apartment early was a first for Caroline. She felt so enraged she didn't know if she should burn all of Max's things or cry. Maybe even a little of both. Before she could decide on what to do, her phone rang.

"Hello?"

"Is this Caroline Channing?" an older man asked on the other side.

Caroline paused for a beat. Nobody ever called her.

"Yes, this is she."

"I am calling on behalf of your father, Martin Channing. He is being released today and all of your assets have been unfrozen. Please come down to the prison immediately."

"Is this a joke?"

"I don't make jokes, Ms. Channing. More information will be given to you when you get here."

"Okay! I'll be there as soon as possible."

Caroline's happiness overtook her anger. She began to jump up and down before running to Max's room to tell her the good news. She halted, remembering. "Oh, that's right," Caroline sighed to herself. Feeling depressed again, she threw her coat on and headed out the door.

Once she arrived at the prison, her father and an older man – she assumed was the one that had called her – were already packed up waiting. Martin dropped his things for Caroline to run into his arms. She squealed in delight as he picked her up off the ground like he used to do when she was little.

"I can't believe this!"

"Believe it," the older man said with a smile. "The judge rolled Martin as a changed man."

"I knew you'd get off for good behavior!"

"Well, I didn't get off completely. I still have to do at least an hour of community service every week for a year, but I won't have to rot in here and I get to be with my little girl."

"Daddy, this is the best day ever. I can't wait to be back in my room, snuggling with my silk sheets and wearing my Chanel robe while I watch the flat screen."

Martin chuckles.

"And I can't wait to never see an all-white jumpsuit."

As happy as Caroline was in the moment, she knew something was missing. Strangely, a part of her was missing and it held her back from truly being happy.

"The only thing is…"

"What's wrong, sweetheart?"

Caroline sighed. She decided to not bring the vibe down with her personal heartbreak. She'd just have to force herself to move on. After all, she had all her money back _and_ her Manhattan townhouse. She could buy a new Max if she really wanted to.

Caroline helped her father with his bags after they said goodbye to the old man she learned was named Joseph. They stepped out of the prison together feeling all of the emotions from before. Caroline dreamed of this day forever. Now that it finally came, it turned out to be better than she could have imagined. A newly finished town car pulled up in front of them. They got in and Caroline immediately reached for the champagne in the drink holders.

"Before we go back to the apartment, I was thinking a celebratory lunch. Anywhere you want to go." Caroline didn't answer him right away. "Are you sure you're okay?"

"Of course, but could we maybe order in instead? I'm kind of swamped from work."

"Oh, yes. The _diner._ " Her father's disgusted tone, for some reason, offended her. It did keep her from living on the streets. Well, technically, Ma… Caroline stopped her thought short. There's no way she was going to ruin the first night back with her father thinking about her. Still, she couldn't help but wonder if she would have been nicer to her if she knew about her assets being unfrozen. "I know this will take some time getting used to again. Take all the time you need."

"Please, daddy. I was born rich. I haven't even thought about my old life." While her heart screamed "lies", her mind told her to move on. It couldn't be healthy to live in the past. That didn't stop her from hurting, though.

…

Max currently laid on her bedroom floor feeling too weak to move to the bed. The first thing she noticed was the silence. The second thing she noticed was the emptiness. She spent her time wondering how much Caroline loved life without out her and when she wasn't doing that, she cried. She cried at the diner, she cried at the dessert bar, and she cried on the floor.

"Fuck," she sighed. "I need her way more than she needs me."

Her cheek still hurt. Caroline had slapped her with a good reason. Max knew she had to be the biggest bitch that ever lived, but – believe it or not – Caroline meant everything to her and you know what they say about people you love.

One of the most well-known perks of being rich was getting what you wanted. Martin Channing laid down the law real quick when Max went to visit him. He called her out to the prison to tell her that they were releasing him and that granted him all his wealth back. Unfortunately, for Max that meant being kicked to the curb. It all started when she had a dream about this very situation. Caroline getting her money back and having to choose between being rich again and herself. Max tried so hard to entertain the idea that anyone would pick her over millions. It left her feeling so alone and depressed. So, Martin struck up a deal with her. If she was able to get Caroline to _willingly_ leave her, he would give Max thirty thousand dollars. Max practically begged him to let her stay with Caroline, but he wouldn't hear her out. The "rich community" would see Max as pathetic and laughable, in Martin's words, if she was ever seen with Caroline. As harsh as it sounded at the time, Max knew the truth. They shook on it making it official moments later. She figured either way she lost, so she might as well get something out of it.

Laying on the floor now, Max wished she could take back that hand shake. Yes, she had thirty thousand more dollars than before, but she'd rather be broke with Caroline than rich without her.

…

Months went by without Caroline even thinking about Max. Her old, rich friends came back into her life almost as quickly as they left and she thought nothing of it. They'd grind on each other at night clubs while licking shots off each other's bodies (you know, like rich people do), they would spend frivolous amounts on jewelry at Tiffany's, and they would eat out at five star restaurants every night then come home and have sleepovers in their nighties. No doubt she was wearing her old mask well, but soon she felt her hand sting again. When that happened, she'd pick up a curvy brunette from a party or a restaurant and go back to her place to do whatever it was she tried to prove.

The two stumbled into Caroline's room giggling like a bunch of high school girls. Caroline made the first move by taking her top off to get a face full of her big boobs. Soon, they moved to the bed. Caroline went down on her yanking the red panties off with her teeth. She was so consumed by getting her ex out of her head that the other girl gained more momentum and flipped her over. She smiled down at Caroline before she began to lick all over her chest. Caroline moaned in relief as she got lower and lower and lower…

"Oh Max."

The girl stopped for a second. "My name is Jessica."

"I know," Caroline nodded.

Jessica resumed her motion this time being the one that ripped her underwear off. She inserted two fingers and that was enough to drive Caroline mad.

"Max…"

"Who the hell is Max?"

"She's nobody."

Jessica had only known Caroline for about two hours and already knew a lie when she heard one. She wasn't "nobody". Now not even getting drunk out of her mind was enough to forget her and she didn't know why that pissed her off so bad. Forgetting Max was the only way she could move on. Somehow, she needed some kind of closure.

Jessica gave her a warm smile. "You know what I think? Whoever Max is, she doesn't deserve you."

She quickly threw her clothes back on and walked out with that. Caroline threw her head back in anger. She got in the shower hoping to rub Jessica's scent off her body, but having no luck. Being in there just made her remember that one summer day when she accidently walked in on Max wet and naked. The first time she ever seen her naked and all she could think about was how beautiful she looked then. Hell, she was still just as beautiful now. Still having no luck, she grabbed every bottle on the shelf and wailed them against the shower wall. She couldn't be the only one fucked up about this.

Julio, her driver, ended up getting an extra tip that night for riding her around all over Manhattan. Seeing the same sites over and over again started to become tiring, so she asked him to take her to Brooklyn. He gave her a knowing glance in the mirror and she flipped him the bird on impulse which, turns out, wasn't the most offensive thing that ever happened to him.

They sat outside Caroline's old apartment building. It wasn't even about getting up the courage to go in there. Not knowing what she would walk into scared her. What if she saw Max fucking another girl? Or maybe she went back to guys…or what if it was both?

"Julio, this was a bad idea. I can't go in there."

"And why not?"

"I don't want to see Max doing better without me."

"How do you know she's better off?"

"Because – I don't know. She told me she wanted more. I blamed her for giving up, but what did I do? I gave up on her. I gave up on us. I was just so hurt I couldn't think about anyone but myself. Then I slapped her which I wish I never did. I'd rather stay not knowing. Just take me to a strip club so I can pay someone to be Max."

"If that's what you want."

Strip clubs weren't really Caroline's scene, but the chances of her running into someone she knew was slim enough for her to enter. The whole place smelt of booze and desperation. She definitely wasn't drunk enough to be there. After about twenty tequila shots she started to loosen up a bit. She searched all night for someone who had a structure like Max, but it was no use. She came close once with a girl that had blonde hair. She needed to get a grip before she drove herself to insanity.

The club blurred around her when she finally caught sight of a doppelganger swinging on a pole. She had big full lips, an amazing rack and – if she didn't know any better – she would think it _was_ Max. The closer she got to the woman the more she realized it was her. Then the terrifying thoughts snuck back into her head. Drunk out of her mind, Caroline thought the best thing to do was head home. She wasn't thinking straight. She wasn't moved on enough to act upon something she'd regret doing later. Max jumped down from the pole right in front of Caroline. It startled her for a split second.

"Caroline?" she asked, surprised.

"Max?" Caroline couldn't believe her eyes. "Max," she spoke again with a giant grin on her face. "I've missed you so much. Please take me back. I'm a mess without you. I can be different."

She sighed. "Come on. Let's get you home…"

"No. No!" Caroline shouted. "I'm not leaving here until you take me back!"

"You're drunk. We need to be going."

"I am not frunk…I'm not drunk. I'm fine." The blonde stumbles into her arms. She reeked of tequila and sweat. "I love you so much."

"Caroline! Caroline!"

Caroline's eyes snapped open to see her friend Julia standing over her. She offered her a hand up and she took it temporarily forgetting how to use her legs.

"What happened?"

"I found you passed out in the limo."

"So I never went to the strip club?"

Julia put her hands around Caroline's arms to help her steady. "You were at a strip club?"

"Yes? No…I don't know!"

She plopped down on her bed and began to ugly cry right in front of Julia. She didn't care what she thought of her in that moment. Julia sat beside her and began to rub her back. "Is this about Max?"

"How did you know?" Caroline mused through her sobs.

"Because you kept moaning her name in your sleep for the past two weeks," Julia laughed. "Max…oh Max." Caroline's cheeks began to burn as bright as Rudolph's nose. "Max, harder."

"Okay! I get it!"

She began to laugh so hard her stomach hurt. Caroline playfully pushed her and she ended up falling off the bed. Julia stopped carrying on long enough to drop to her knees. "Fuck me, Max. I need you."

"I'll kill you!" Caroline bellowed in rage. There wasn't enough time for Julia to move out of the way before Caroline lunged at her. Julia's reflexes were faster, however, and she was able to stop Caroline from punching her.

"Look at you! Don't you see what this bitch has done to you? What happened to classy, refined Caroline Channing?"

"Ugh! You just don't get it, do you?"

"Obviously," she rolled her eyes. "You are beautiful, rich, and young – you can have anyone you want! Why waste your life for some whore?"

"Max is not a whore!"

"Listen to me, Caroline. I didn't want to tell you this, but you leave me no choice." Caroline began to pout like a five-year-old. She folded her arms and huffed. "Max knew about you getting your money back."

"What are you talking about?"

"She met up with your dad weeks before he got out, Caroline. He gave her money and she took it."

"No. No she wouldn't do that."

"You need to face reality, Caroline. She was only with you because of your wealth."

"No. We dated for three years."

"And many stay longer hoping to get their hands on the money. Trust me, every guy I have ever been with only loved me for what I have in the bank."

"I can't believe this."

Julia gave Caroline a big hug as she cried even harder in her arms.

.

Martin came home from his community service early to find Julia curled up on the couch looking terrified as the sound of glass shattering was heard in the kitchen.

"What is going on?"

"I might have told Caroline that Max was only with her for her money."

"And she bought that?" he questioned. She shook her head. "How much did you tell her?"

"I just told her she took money and left."

"Okay good, because Caroline cannot find out about the deal."

"What deal?" her ears suddenly perked up. She honestly had no idea there'd been any kind of fixed arrangement.

He sighed. "A couple weeks before I was released I had Max come out to the prison. I told her that they didn't belong together, but she kept insisting that she really loved Caroline and that she'd give up everything for her and blah, blah, blah. So, I offered her thirty thousand dollars to break Caroline's heart. I figured that's enough money to make a poor girl happy." Julia was stunned at what she heard. Why would he do that to his own daughter? "None of this is said to her. Got it?"

"Got it."

More screaming and shatters echoed throughout the house.

"I probably should go calm her down."

Caroline was Julia's best friend. Sure, sometimes they got on each other's nerves, but this wasn't something Julia could keep from her. You had to be blind not to see the love Caroline had for Max. She didn't need to know Max to know she felt the same way.

After Martin got her to calm down, Julia decided to take her out for lunch. Caroline protested for hours before she was able to convince her to leave the house.

"I am so fucking mad at you."

"Why are you mad at me?"

"You couldn't just let me stay sad about Max. I didn't want to know that."

"Yeah, about that…" Julia trailed off giving an awkward glance.

Caroline throws her hands up to cover her ears. "Don't want to hear it. Don't want to hear it."

"Caroline, I was wrong about her, okay?"

"Wait, what?"

Julia sighed. "Look, I'm going to tell you something and you have to promise not to get mad at your dad."

"Okay?"

"Max took money to leave you…."

"I already know that."

"But she didn't have a choice, Caroline. Martin wasn't going to let her stay with you because he didn't think you'd want her anymore now that you have money again."

"That's crazy. I loved her. I wanted to stay with her!" Caroline started to get angry again. The more she raised her voice, the more stares she got. "Who does he think he is?"

"Um, not to play devil's advocate, but his intentions were good."

"Of course you would pick his side! You've always hated her."

"Wha…I-I never said I hated her."

Caroline stormed out of the restaurant leaving Julia there speechless. She quickly looked around before Julio pulled up with her ride. They rode off in a puff of smoke when Julie ran out of the doors watching her go. "You're seriously going to leave me here!"

…

"Where to, Ms. Channing?"

"Wherever Max is."

Julio chuckled. "You're going to have to be more specific."

"I guess we could try her apartment."

Julio drove as fast as he could without the threat of an arrest. Still, he may have drove through a couple stop signs and one or two red lights to get Caroline to her stop in record time. She threw her whole wallet at him before unclicking her seatbelt and barging into her old stomping grounds like she was in a dramatic role. Her heart was racing while her mind was rattling out of control. Her underarms were sweating bullets down to the floor. At least Julio would be able to follow the trail to her body if Max killed her.

Caroline paused at the door. This was it. Moment of truth time. She knocked on the door and waited a couple of minutes before an older woman opened the door. Caroline was obviously just as stunned to see the old lady as she was to see Caroline.

"Can I help you, sweetie?"

"Um, yes. The woman who used to live here – Max Black – do you know where I could find her?"

"Was she a brunette with big lips?" the woman shook. "I saw her the day I moved in. She gave me the keys and told me it was all mine. Such a sweet young lady. Quite the looker too."

"Sounds like Max. You have no idea where she went?"

"None."

Caroline thanked the old woman anyway and barged back out of the apartment and into the limo. The next stop was the Williamsburg Diner. It's the only other place she could think of her being at. If she wasn't there, she'd cut her losses knowing she gave it a shot at least.

Earl was the first person she came in contact to when she entered the establishment. Same old headphone-wearing Earl. She walked down the steps to see customers whispering and nodding over to her. She attempted to ignore the chatter and sought assistance from the cool cashier.

"Hey, Earl. Remember me?" she smiled.

It took him a moment to slowly pull his headphones down to his ears. He gave her a look then picked up a menu. "Table for one?"

"Oh, I won't be eating here," came Caroline's response sounding a little more snobbish then she intended. Earl shrugged, put the menu back on the stack and put his headphones back on his ears. She dejectedly took the hint. Han came out of his office a second later to address Earl. "No, I haven't seen Max."

Han sighed and was just about to go into the kitchen when Caroline stopped him. "Han!" He turns around to take in "rich Caroline."

"Ms. Channing?"

"Where is Max? Why isn't she here?"

"She hasn't been in here the past couple days. I've been stepping up. Try the dessert bar. She's usually "not" in there."

Caroline bolted to the back and got slammed with old memories she wasn't prepared for. The bar looked just how she remembered it, except a little more worn down. Her eyes gave up looking as soon as she walked in already seeing no sign of her. She wondered to the shelves and started to lightly touch the organized liquor when a familiar voice said:

"Don't touch them."

She jumped. Her body twisted to face a tired Max who appeared to just be coming out of the bathroom.

"Sorry. I just noticed how well you've been keeping the place nice."

"That surprising?"

Caroline chuckled. "How have you been?"

Max shrugged and met her the rest of the way. "I've been okay. How have you been?"

"I've missed you like crazy."

"Missed me? Why? I thought you hated me."

A tear escaped Caroline's eye. "I could never hate you, Max. I know," she said softly. Max's ears perked. "I know about the deal."

"I should've never accepted it."

"I'm not mad."

"You're not?"

"Hell no," Caroline chuckles. Max slowly moves toward her and softly puts her lips to the blondes. Caroline entangles her hands in Max's hair and Max lets out a moan of pure pleasure. "I've missed this. I've missed _you._ I couldn't not think about you for a second."

"Me too," Max smiles.

"I have to ask though, what happened to the apartment?" Max shrugs then goes silent for a moment. She turns her head to have Caroline gently turn it back. "Why did you leave?"

"The memories, I guess. I had to get out."

Single tears start to fall from Caroline's blue eyes again. She quickly wipes them with her sleeve. Her hands fall down Max's back and grasp hers. "Come live with me."

"Are you crazy?"

"No. Come live with me."

"How would I-

"Just say yes, Max."

Max pulls her lips up to her signature smile that Caroline was missing like crazy. Her eyes sparkled and her nose crinkled slightly. "Yes. I'll live with you."

Caroline passionately kissed Max harder and harder with each motion. "I have nothing without you. I hope you know that."


	8. And the Maid-ship

Disclaimer: Still don't own.

Also, this is a pretty short one-shot, but I will be updating quicker.

Maxoline: And the Maid-ship

* * *

Max adjusted her uniform as she awaited the moment when Caroline Channing walked through the door. _The_ Caroline Channing was about to walk into the room and she would be lying if she said she wasn't nervous. It wasn't her first time there either. She catered the event about a million times. This time, though, her job was to greet the guests. When she found out she would be face-to-face with billionaire royalty, she suddenly started to sweat and gulped down hard.

Caroline adjusted her gown as she checked the time. She always made sure she was fashionably late. The gala was the perfect opportunity to make new business connections and like her father always said, "it's never a bad time for self-endorsement." No doubt there would be interactions with the help and Caroline was perfectly fine with playing nice.

"Are you ready, Ms. Channing?" the door man asked upon seeing her arrive. She nodded and walked in. As the room fell silent, everyone turned to Caroline. All eyes were on her while her eyes were on a certain brunette firecracker in a white tie. The woman went up to her.

"Uh, hi," Max awkwardly greeted suddenly forgetting all of her training. "I'm-

"You must be the waiter. I am starved. Fetch me something from the kitchen. Anything nonfat would be great."

Max looked stunned for a moment having actually thought she would be different than all the rich bitch stereotypes. Looks like the tabloids and gossip magazines were right this time.

"Actually, I'm just greeting this evening. If you take a seat, a waiter will be over as soon as possible."

"What if I want you to serve me?"

"I would need to be paid more," she replies swiftly.

"What a shame," Caroline heavily sighs. "I'd hate for you to get fired. If you don't want to wait on me, I guess you'll be out of a paycheck."

Max fights hard not to insult the blonde.

"Why me?"

Caroline shrugs and begins to walk away.

"Wait!"

Caroline turns back around. "Yes?" she grins.

"I can't afford to lose this job."

"Guess you better get waiting."

Jason took over greeting for Max while Max had her hands busy serving food to Caroline all night. She grew tired of having her boney fingers snapped in front of her face repeatedly, but she didn't have a choice. She needed that bitch's money or she couldn't make rent.

"Max, where is my Dom Perignon?"

Max sighs, walks up to her and shoves the glass in her face.

"You know the drill."

Max rolls her eyes while taking a sip before giving it back to her. Caroline holds it dainty as she stares at Max for a moment.

"What? You don't trust me?"

"Honey, I'm a billionaire heiress. I don't trust anybody."

"Fair enough," Max nods. "Just don't call me honey."

"What are you going to do about it?"

It wasn't Caroline's goal to get Max mad…or fired. She didn't know why, but she found herself very sexually attracted to this woman. If her father found out she had a crush on a waitress, she wasn't sure if he would laugh in her face or disown her. Never before had she ever chose between money and love.

Caroline didn't hear what she said next because her eyes trailed down to Max's chest. There was no denying that she had great boobs. They were peeking out slightly due to the top button being undone. If it wasn't for the tie, Caroline's eyes would be fully undressing her.

"Are you checking me out?

"I have an idea," she says, blowing Max off. "You could come work for me."

To that she scoffs.

"A position just opened up because we had to fire a maid. You would be paid two hundred."

"A week?"

"A day. Think about it."

"Yeah right. Like I would work for you."

Suddenly, a tall man pushes past Max and pulls Caroline into a kiss. Max's eyes go wide as the two start to make out. She clears her throat. The guy breaks the kiss and looks up at her. "Oh, where are my manners? I'm William. Why don't you walk your fine ass over to the bar and grab me and my girl here some drinks? I'll give you a big tip."

"Enjoy each other," Max leers for a second before turning to the bar.

"Was that necessary?" Caroline groans.

"What? She was hot."

In a sharp motion, Caroline kicks him in the knee.

"Not as hot as you, of course."

"Yeah, nice save asshole."

Caroline gets up and stalks to the bar as fast as her five inch heels will allow her. She makes way to Max before latching onto her arm and pulling her to the bathroom causing her to spill margaritas over half the guests. Once in the bathroom, Caroline locks the door. "What the hell, Channing?" Caroline attacks Max's lips without giving it another thought. It heats up as the blonde's hands travel down her body. Her fingers unbutton Max's shirt and begin to reach back to unhook her bra. Max's hands go up to stop her, but Caroline smacks them away and unhooks it. Max gasps as her boobs are exposed. Caroline starts ti play with them gently as Max throws her head back in pleasure.

After what felt like an hour the two part lips. "What the hell was that?" Max demands. She grabs her bra, puts it back on, and then starts to button her shirt back up.

Caroline simply shrugs, still grinning.

"What are you doing kissing me when you have a boyfriend?"

"He's not really my boyfriend."

"What? You're being forced to date him?"

"Uh, yeah," she whispers. Max rolls her eyes. "Look, I'm sorry for being a jerk to you earlier. I'm just stressed out right now."

"Oh, am I supposed to feel sorry for you?" Max scoffs. "Let me paint you a picture. Imagine your dad leaving you with an alcoholic mother to basically raise yourself. She kicks you out before you're eighteen and you have to figure everything out by yourself. You get up at six in the morning to babysit a rich bitch's two twins running on four hours of sleep before you have to work in a dead-end diner where you serve gross hipsters and dirty old dudes who stare at your ass all night and comment on it barely making rent." Max pauses for effect. "You have no idea what stressed is."

"That's why you should come work for me."

"Let me think about that. No."

Caroline sees her hand reach for the doorknob. She smacks it away causing Max to yelp. "Hey!"

Caroline puts her hands on Max's arms. "Look, you coming to work for me would solve both our problems. You would be able to make rent and I would be able to get off."

"Dude, I'm not a prostitute," she scoffs. "There are tons of other caterers here. So why me? There isn't anything special about me."

"Oh, really?" Caroline crosses her arms. "You're hard working."

"So is everyone else in New York."

"You're great with kids."

"A lot of people are."

"You have a high tolerance of annoying people," Caroline jokes. She playfully hits Max. She chuckles a little.

"Not that high. I've been wanting to strangle you this entire time."

Caroline pushes her up against the door again. She didn't know what it was about Max that awoke this animal attraction. Max gulps, starting to feel hot.

"You also have an amazing rack."

"Ugh, fine. I'll come work for you under one condition."

"Anything."

"No maid outfit."


	9. And the Stripping Affairs

Disclaimer: negative on the owning

Caroline is still rich

Maxoline: And the Stripping Affairs

* * *

"Where is Lena?" Caroline asks, walking down the hall and into her bedroom. Julia, her rich neighbor-friend, points over at her bed. There, Lena is passed out. Drunk. Caroline rolls her eyes. "Bitch, wake up and help me party plan!"

Lena jerks up so fast she falls off the bed. Julia stifles a laugh while Caroline just plain loses it.

"I'm up, I'm up," she blinks. "Damn, when did the sun get so bright?"

"Lena, you're tragic."

"So is your sex life." Caroline claps her hands together. "Hey, a little less yapping and a little more planning." She looks down at the clipboard she appeared to pull out from nowhere. "Lena, you are in charge of entertainment. Julia, you're in charge of the guest list. Now get to work."

"Why does Lena get to do entertainment?"

"Because she would just invite guys to bang, whereas you would actually invite friends."

They both nod. "Yeah, you're probably right."

"Sounds like something I'd do."

"Okay. Chop, chop! Lots to do."

…

The club was full of older, grabby guys. They were all the same: all wanted to touch, but none wanted to pay. This may seem dreadful, but for Max this was just a regular Tuesday night.

As she swung around the pole her mind went blank. All she heard was the loud beat of the electronic music. It was a total out-of-body experience for her most of the time which helped her cope with it all.

Around three in the morning, the other girls finally came in to relieve her and relieved she was. Her legs were killing her and her back was about to give out. That was the only downside to having really big boobs.

"Hey, Max, a word?" the owner of the club, Chris Dooney, motions to a back room.

"Yes?"

"You're beautiful," he says reaching up to touch her face. "So beautiful. You should be pulling in more a night," he grins. "I'm a reasonable man and I want to help you exceed your full potential. So, I'm adding you to the renting roster."

The renting roster was a list of girls (or guys) that could be shipped to strip events. In particular, bachelor parties. Horny dudes looking for one last hoorah before the big day. It was ridiculous, but she needed the money. Chris seemed to be doing her a solid.

"Okay?"

"Okay."

"That's my favorite girl. Do me proud."

He seemed to say that to all his girls, but she still manages to pull her lips up to a half smile. Max was far too exhausted to say anything else. He lingers before walking back to the three other girls. She watches him go then steps back and heads out the door.

…

Caroline sat on her bed for what felt like hours with a whole bunch of material sprawled all over the place. She's just about to color coordinate when Lena walks in carrying a computer. She plops down on the sheet Caroline was just about to reach for. She sighs. "What?"

"Okay. I just had _the_ best idea. How about we get a stripper?"

"Really? A stripper at a party?" she asks rhetorically. "How original is that?"

"Stop being such a square."

Lena ignores the word "no" like she avoids drunk, old dudes and starts searching. She comes across "Max Black" and hits explore. "Ooh, Max. Sounds sexy," Lena teases. "And no picture. How mysterious."

"He could me old."

"Please, he'll be a stripper. Strippers are always sexy."

"Lena…"

"Caroline, I'd hate to be the one to tell you this, but you need to get laid. You've been mopey ever since William and I'm sick of seeing you like this."

She thinks for a moment.

"Okay, fine, get the stripper. Everything else stays according to the checklist, okay?"

"Yeah, yeah. Relax, Channing."

Julia comes in, out of breath. "This is a tragedy. Almost half of the people on your list can't come. There seems to be a stomach virus going around."

"Maybe it's an evil virus targeting all the rich people," Lena rolls her eyes. "Julia, you moron! Nobody's sick. They're all going to Hilary Walldare's. She's having a party too."

"But it's not even her birthday."

"How do you know this?" Caroline freaks.

"I just got a mass-email."

They all huddle around the computer.

"That bitch!" Julia exclaims.

"Whatever," Caroline says, trying to act as calm as she could under the circumstance. "We'll have a small party."

"Yeah, more sexy stripper to ourselves," Lena wags her eyebrows.

The two laugh.

Julia smiles. "Ooh, someone's finally getting laid on her birthday."

"It hasn't been that long guys."

"Sure…" Julia trails, aimlessly walking away.

"Whatever you say," Lena chuckles.

Because of the lack of guests the three scale the party down to the living room and the kitchen, switch seafood to pizza and diamond decorations to simple pink and black ones she had left over from her last party. She surprisingly wasn't that mad about it. Hilary was always trying to one-up her, but Caroline made a choice not to get caught up in her drama. After all, life wasn't a competition. She would just have to get her back some other time.

"I actually like that it doesn't look pretentious," Lena speaks up. She places the case of beer onto the counter. "We don't need to try so hard."

"I agree," Julia adds, carrying the pizzas in. "This party will be just as kickass without all those fake bitches."

The doorbell rings.

"Wonder who that could be," Lena grins. She opens the door to reveal Kaitlyn, the only RSVP they had. "Oh. It's just Kaitlyn!"

Caroline rolls her eyes while walking to pull her in. "Be nice."

"Thanks for inviting me, Caroline. I was beginning to think you didn't like me."

"Not at all, Kaitlyn. You were at the top of the invite list.

"Mainly due to lack of guests."

"Lena!"

"Oh, I'm teasing. Kaitlyn knows. Don't you, Kaitlyn?"

"Don't worry about me. I can take a few jokes. I'm usually the butt of them anyways."

"See? She's fine."

"Well, while we wait for Mr. Sexy to arrive, how about some lame party games?" Julia suggests.

The four sit down on the marble floor for truth or dare.

"Birthday girl goes first."

"Alright. I pick dare."

"I dare you to chug a bottle of hot sauce."

They went around the circle a few times. One after the other; each truth getting a bit more personal and each dare getting crazier. "Kaitlyn, truth or dare?" Lena asks.

"Truth."

"Are you a lesbian?"

Before she can answer the doorbell is heard. Caroline rises up off the floor to answer it. She opens the door and is met with a gorgeous, siren looking woman. She gulps trying to keep for eyes from wandering down to her uncovered flesh.

"You rented a stripper?" Kaitlyn looks to the door, pauses, then her eyes fall back on Lena. "I am now."

…

"So, your name is Max?"

"Sure is," Max nods. "Since you're all girls I'm assuming you're either gay or you thought I'd be a man."

"I thought you were a man," Lena admits, sheepishly. "Which you are clearly not."

"It's okay. I won't take the money," Max says, getting up from her appointed position on the couch. "I'll just explain to Chris it was a misunderstanding." She slowly starts walking to the door.

"Uh, hold up now," Kaitlyn gestures. Max smirks, then turns around. Nobody could ever resist her. "We paid for two hours. Might as well use them."

"So, who's the birthday girl?"

They all point at Caroline. Max walks to her slowly and pushes her back on the couch. For the first time in her life, Caroline Channing was starting to question her sexuality. Kaitlyn can't help but follow Max's every movement with her eyes. Up and down, she pushes her chest into Caroline's face (who doesn't look like she's complaining).

"Are you getting turned on?" Max whispers in hotly, straddling the heiress. All she can manage is a nod. "Good."

Lena, taking her eyes off the scene, takes a beer out of the case resting on the table, pops it open then proceeds to chug it down.

Julia nods slowly. "This is the hottest thing I've ever seen."

Max moves down on Caroline and crawls seductively to Julia whose mouth is agape. The siren captures her mouth and closes it with hers. They match each other's head movements for what seemed like forever to the awaiting others before they pulled apart.

"Jesus, this is the best party ever," Lena muses. She catches the stripper's glazing eyes. Max saunters over and comes to a stop in her lap. Carefully, Lena traces the buttons on her blouse.

"I can tell you're naughty," Max exhales.

"I'll show you just how naughty I can be."

"Um, how naughty is that?"

"So…very…naughty."

In one swift motion, Max's top flies to the floor. She turns to look at it – flopped there – and then turns back around wearing a grin. She pushes Lena's hair back while beginning to suck on her neck. Lena lets out a passionate cry.

"Yeah, best party ever."

…

Days after the party ended, Caroline confined herself to her room. She was in denial and she couldn't stop thinking about Max. Julia and Lena had been trying to get her to come out for hours. They were almost ready to give up and call it a night.

"It's getting late," Lena whines.

"So?" Caroline retorts through the door.

"Caroline, you have to come out sometime!" Julia yells.

"No I don't! I have everything I need right here."

"So you got turned on by a girl. Big deal. I get turned on by everyone," Lena rolls her eyes standing next to Julia.

"Yeah, that doesn't mean you're gay."

"Don't be so hard on yourself. That woman was fucking hot as hell."

Julia nods. "She was. Now come out!"

The door suddenly clicks. They both walk in to see Caroline laying on the floor with the remote in her hand. Lena kneels beside her.

"Is it weird that I can't get her out of my mind?"

"Not at all," Julia comforts.

"Eh, it's a little creepy."

"Lena!"

"I'm kidding, jeez," she sighs. "Look, you felt something and now you're confused. That's perfectly normal."

"Yeah, when you're a teenager going through puberty."

"You know, it's probably just lust," Julia reasons, folding her arms. "Why don't you go down to the club and get her out of your system?"

"Yeah," Caroline nods, getting up. "Not a bad idea."

She turns to the door and runs out. She looks after her, stunned. "I didn't mean right now!"

"Oh, let her go. She's obviously in love," Lena smiles.

"More like in lust," she corrects. "What do you know about love?"

"I could see it in her eyes," Lena explains. "She just doesn't know it yet."

"That is the most ridiculously cheesy thing I have ever heard you say."

"My god, you're right."

…

Caroline's chest heaves up and down as she grips the steering wheel. She looks ahead at the bushes and sighs. "What am I thinking? I can't go in there." She looks in the rearview mirror and is just about to put her car in reverse when she sees Max walking by. Caroline freezes in her position for a while and once Max is out of sight, she gets out and quietly walks to the entrance.

Inside the vibe is typical sleaze central with horny men all over flinging dollar bills at women on poles. Half of said women looked no younger than twenty.

Caroline, who felt strangely out of place, ducked behind a beam. She focused on Max walking up to a business looking man she only assumed was Chris.

"Max, are you feeling better?"

"Yeah," she nods. "Look, I appreciate you bumping me to the roster, but I just don't think I'm ready for that yet."

"Max," he sighs. "Once you're on the roster, you're fixed there." Chris catches her sad eyes. "I'll see what I can do. In the meantime, why don't you get up there and start making money?" he says, pointing to an empty pole.

Max nods once more, clearly not herself, and gets to work. Almost immediately all she sees is green flying around as her hair gets caught in the made up breeze. Once she squats, she looks over at the blonde who catches her eye. Caroline tries to break her gaze long after she does, but she's fixed on Max's curves.

"Holy shit," Caroline mouths.

Soon, the blonde finds herself on a bar stool rounding her sixth tequila shot. She gasps with pleasure before slapping the glass back down. "Hit me again."

The bartender is amazed such a small girl can handle so much. Yet again, she's had plenty of party experience being rich and all. The man looks up at Max swinging around the pole. "That fiery brunette is so hot."

Caroline turns back. Chris walks up to her and smiles. "Enjoying your time?"

"No, but I'm about to," she says, pulling a hundred dollar bill out of her pocket. "The sexy brunette for whatever this gets me."

Chris snatches the bill examining it. He grins, waves Max down and says:

"Treat the blonde well. I have a feeling there's a lot more where that came from."

Max takes the hundred, snaps it in the band if her thong and saunters over to Caroline. "Someone missed me," she laughs.

"I missed you so much."

"You are insanely drunk," Max declares, straddling her lap."

"What? Psh, no…not…not me. I'm not drunk," she slurs. Caroline starts feeling down to Max's ass. She tries to take off her underwear when Max puts a hand on her arm and pulls it off.

"You think I can't tell who's drunk and who's not around here?"

"I couldn't stop thinking about you," Caroline admits. She captures her lips without thinking and begins to insert her tongue.

Max snorts breaking the kiss. "If I had a penny for every time I heard that…"

"I'm so serious, Max and I'm not sure why, but I love you."

Max unwraps her legs from Caroline's torso. "Come on, we gotta get you home," she says, extending her hand. She slaps it away then staggers up.

"No…no way I'm going home. I paid a hundred dollars for you sexy and I'm getting my money's worth," Caroline demands. "Now take me to the back room and fuck me."

Max sighs. "Alrighty then."

She claps Caroline's hand and maneuvers her way to the back rooms. Not even a second after the door closes, Caroline latches onto Max and pulls her down in a fit of sloppy kisses. "It was such a good idea coming here," she heaves in between kisses. Max eases, letting her take the lead. Max closes her eyes and moments later – when the kisses stop coming – she opens her eyes to a passed out Caroline Channing.

…

When Caroline wakes up, she's in her bed. She jumps up and sees Max standing up against the wall smoking a cigarette. Caroline clutches her pillow and brings it to her lap.

"What time is it?"

"I think it's nine something," Max whispers, flicking her cigarette on the carpet. "I drove you home around two. Man, were you wasted," she chuckles.

Caroline's eyes go wide. Knowing she had been drunk and knowing she could have said anything scared her. How much did she remember?

"I would like to apologize for everything I probably did."

Max shrugs. "You don't have to apologize. It was actually kinda hot," she tilts her back up off the wall and moves to sit next to Caroline. "You told me you couldn't stop thinking about me and you loved me."

Caroline looks mortified.

"I know you didn't mean it though," Max shakes her head. "How could someone like you love a whore like me?"

"You are not a whore."

"Oh, I know I am. It's fine," she says, pushing her hair back behind her ear. "I better go. I'll let you go back to sleep."

Max looks up to notice Caroline's eyes glazing. She recognized that look. It was the same one they shared the other night when she was on the pole. Caroline begins to lean, but Max's knows she can't kiss her.

"I have to go."

Caroline shakes her head. "Don't. Stay here."

"This can't happen."

"And why not."

"Because it just can't." Max stands up.

"Is it because I'm rich?" Caroline asks. She goes to say "no", but she never gets it out before Caroline continues. "That's it, isn't it? You're intimidated," she stands in front of her. "Listen, I don't know if you feel the same way but I fell in love with you the second you walked in that door. I've never felt this way about anyone, ever. If you feel the same way, stay. Please."

Part of her knew she was going to leave. Another part was begging her not to. That's the say Caroline Channing's heart broke in two.

…

Lena watches Caroline polish off another tub of Ben and Jerry's. She shakes her head as she throws it on the mountain of others.

"This can't be healthy."

"Less talk, more ice cream."

"How do you know you're even in love with this woman?"

"I just know," Caroline sighs as she leaves her room and heads to the kitchen.

In rage, Lena bolts out of her room and storms out the front door. She was going to give Max Black a piece of her mind.

At the club, Lena scans the place down. Noticing a bunch of guys instead of girls. She sighs. "Fuck, its ladies' night."

Chris walks up to her with a stack of coupons. "Yep, ladies' night. Can I interest you in a coupon for half price on any hard liquor?"

"One of your dancers," she starts. "Her name is Max Black. Do you happen to know where she lives?"

Chris chuckles. "I would, but I can't just give out a girl's whereabouts. That would be a strict violation…"

She hands him a wad of cash.

Chris slowly grabs it. "310 Parkington Drive, apartment six."

"Thank you."

Just like Lena had pictured, Parkington looked fairly nice. It wasn't Upper East Side loft nice, but it wasn't Brooklyn crack-head either. She knocks on the door and waits. When the door opens she seems Max smoking a cigarette clad in a fuzzy robe. "Lena? How…how did you get my address?"

She quickly pulls herself out of her trance long enough to answer. "I paid Chris to tell me."

"That son of a bitch."

"I need to talk to you."

Max scans the hall. "Is this about Caroline?"

"Look, she's a mess. She won't come out of her room, she's gained like five pounds eating only ice cream and she also hasn't showered which you could only imagine smells like-

"What am I supposed to do?"

"I don't know. Talk to her?"

"Listen, people think they're in love with me all the time. Some even follow me home…" Max glances at Lena for a moment and she shrugs. "The point is, soon they realize they don't and get over me. Caroline will get over it. Don't worry."

…

Caroline never did end up getting over Max. She wasn't thinking clearly and Lena and Julia were getting worried. At some point, though, they did get her out of her room. She sat there aimlessly staring at the TV. It wasn't even on.

"What are we going to do?" Julia sighs. They both chilled in the kitchen drinking champagne. Julia takes the last two sips of hers before pouring more and Lena was just about dumping the whole bottle down her throat.

"We kidnap the stripper," Lena suggests.

"Lena…"

"Seriously, hear me out," she says finally putting the bottle down. "We need to show her she's not really in love with Max or at least get her to see how horrible being with her would be. So we get her here, they talk and…WHAM! Caroline's back to normal."

"Okay…that's not the dumbest idea I've ever heard, but there's no way we can get Max here legally. She's too smart. She'll know something's up."

An hour goes by when the doorbell rings. Julia, sitting next to Caroline, looks over at Lena who was standing by the counter. She nods and proceeds to answer the door. Caroline's eyes were still stuck on the blank TV.

When Lena opens the door, Max stands in the entrance wearing a black coat. She crosses her arms. "How desperate are you people?"

"Um, I believe I paid a shit ton of money for your bitch ass. Now get in the damn house before you're out of a job."

Max laughs. "How can I say no to such a friendly request?"

Julia stands up from the couch and pulls Caroline off it. Her eyes go wide as she stares at Max. Max smiles.

"You two enjoy each other."

Lena and Julia giggle as they run out of the room. Suddenly, the lights dim, the fireplace comes on, sultry music starts to play and an automatic security lock is put on the front door. Caroline sighs.

"I'm sorry about them. This wasn't my idea."

Max looks around the room. "This sure is different from the club."

"Max, I get it. I'm rich, you're a hooker – we don't belong together. It's just, on my birthday when we were dry-humping on the couch, I felt such a connection between us. It felt like fire in my stomach. So, I might've gotten a little carried away, but I can assure you I'll get over you."

Max tilts her head to the side. "So…you still want me right now?" Caroline freezes as Max slowly starts pulling on the tie of her coat. When the knot finally comes loose, the coat falls off her body leaving her in nothing but lacey underwear. Max glides up to her and puts her hand on her cold cheek.

"I don't understand," Caroline whispers. "I thought you didn't want to be with me."

"Caroline, your friends paid a lot of money for me to come back here. I can't just take it and go. I have to do my job…"

Max begins to kiss her. It lasts for a moment before Caroline breaks it. "Your eyes are so beautiful." She takes in her practically naked form. "Everything about you is beautiful, but I can't have sex with you."

Max shakes her head in disbelief. "Are you seriously rejecting me?"

"No offense, but I had a lot of time to think about things. I'm not going to let you hurt me again."

"Oh what? Because _you_ decided to have feelings for me that makes me the bad guy?" Max scoffs. "Please. Save the melodrama, rich girl."

"You know, just because you're beautiful on the outside doesn't mean you're beautiful on the inside." Caroline starts backing her into a corner. Max tries her best to hide her frustration. Nobody ever put her in her place before. "Let's see. You slave away to get guys off that don't even respect you."

"Don't act like you know me. You know nothing about me."

"Oh really?" Caroline cocks her head, still advancing towards her. "You go home to your apartment where you live alone and you cry in the shower. You cry because as hard as you try, you can't scrub the touch of those men off you. You have a shit ton of debt to pay off, but you spend it on drugs and cigarettes. You never finished college because you couldn't afford it. You lived homeless before you took up stripping and you never had the life you deserved."

Max starts to shake. "How do you know all of that?"

"I can read you like a book Max. You might not think you're special, but you are."

"I'm supposed to believe that?" Max quivers. "If I was a terrible person, I'd give in. I'd let you love me and then you'd be ruined. I would break you so bad and you don't deserve that. I am unlovable."

She takes Max's face in her hands. "There is a person right in front of you who is _crazy_ about you."

Right before her, Max starts to sob. Her knees go weak and she falls on the floor in a pool of sorrow. Caroline kneels down too and pulls her in a tight embrace.

"Max?"

Max slowly pulls her head up. Caroline looks into her swollen, teary eyes.

"What?"

"I still love you."


	10. And the Dinner Date

Disclaimer: Nope, not mine.

Maxoline: And the Dinner Date

* * *

"Max, would you come out already?"

"Would you hold on?!" Max exclaims from the bathroom. "I'm having a little trouble fitting ma girls into this dress."

Caroline smiles as she rests her hand on her belly. She couldn't wait to find out what they were having. Even though she was exhausted from all the kicking keeping her up, she was still very excited about finally getting to go on a date night.

Max walks out a minute later looking absolutely gorgeous in her dark red cocktail dress. It was plain and flowy yet still managed to hug her curves in all the right places. The thin spaghetti straps somehow held in her massive cleavage that Caroline couldn't take her eyes off of.

"Caroline, you should probably have dinner first before worrying about dessert." Caroline blushes. "Ready to go?"

"Yeah," she smiles.

Max opens the door for her girl. As she walks through, Caroline lets out a gasp.

"What's wrong?"

Caroline puts Max's hand on her stomach, but for some reason, the baby stops. "I don't feel anything," Max frowns.

"Don't worry. I'm sure it'll happen again tonight."

"After you."

* * *

All through the night the baby didn't kick once. Max attempted to play it off like it didn't bother her and Caroline seemed like she believed it. It might seem silly to her, but Max had an anxious feeling deep down.

"May I take your order?"

"Yeah, I'll have the-"

"I'm actually only taking drink orders right now," the waiter says cutting her off. He turns his attention to Max. Caroline caught his eyes glance down at her chest and a pang of rage shot through her. Not wanting to cause a scene, she chooses to ignore it.

"Iced tea is fine."

"And for you?" he reluctantly switches to Caroline.

"Same," she answers through gritted teeth.

"Are you okay?" Max asks.

"Oh yeah. Totally," she lies. Caroline notices her eyes go cloudy again. Something was definitely off about her today. She sighs. "You didn't see that waiter staring at your boobs?"

"He was?"

"Yes, Max. He was practically eye-fucking you."

Max chokes on her spit.

"I just don't like guys checking out my woman," Caroline groans. "Do you want me to ask for another waiter? Perhaps a straight woman? I feel like we should ask. It wouldn't hurt."

"If you feel that strongly about it," she shrugs.

After just about cussing out the manager, Caroline smiles as the new waitress writes down their orders.

"Are you happy? I'm pretty sure you got him fired."

"And I'm pretty sure all the female workers here are thanking me."

The brunette couldn't help but give a small smile. Jealous Caroline was pretty hot. Not long after, however, Caroline spotted that cloudy look again. Max was fiddling with her straw and she wasn't sure if she should comment on it because she was worried about the response. Caroline loved Max and if she was having second thoughts about the baby that would break her heart. It was bad to jump to the worst case scenario, so maybe ignoring it was the way to go. Of course there's always the possibility that Max is silently hoping she brings it up and her ignoring it on purpose could hurt their relationship. All the sudden Caroline wasn't feeling too great. Over thinking made her head ache.

With Max distracted and Caroline lost in space, they both didn't realize their plates of food in front of them.

"You look absolutely amazing tonight."

"Caroline you already said that," Max blushes. She unfolds her napkin and puts it on her lap.

"I know. I just want to make sure you know."

"You don't have to butter me up," she whispers. "If you want sex when we get home, we'll have sex."

"Well, I do believe someone mentioning dessert."

* * *

Max gave her bed to Caroline as soon as they got the news that she was pregnant. Caroline offered to share, but Max insisted she needed all the room. Tonight she insisted Max sleep with her.

Max strokes her long blonde hair she finally grew out as they stare at each other. Their cheeks were flushed and their chests were both heaving.

"What do you think the gender will be?"

"Um, honestly… I would love both. It's kind of selfish to hope for a girl, but I kind of have my fingers crossed."

"We need to have names in mind. I've been making a mental list."

Max stops stroking for a moment. She takes Caroline's hand in hers and gives it a little squeeze. The blonde chuckles at the sudden gesture.

"What was that for?"

"I don't know," Max shrugs. "I'm so excited."

"Me too. As much as I love this little tot, I really won't miss all the kicks."

Max puts a hand on her stomach hoping for it to do just that. After a while, she takes her hand off with a sigh. Caroline gives her a sad smile. She wonders if maybe she should bring up the thoughts she had at dinner. She hated seeing Max so blue.

Caroline reached up to touch her face.

"Hey, are you okay?"

"Why wouldn't I be okay?"

"At the restaurant you just seemed so off. I could tell you weren't really into it. Did you just not want to go on the date? You can tell me. I won't get upset."

"It's not that…"

"Then what Max?" Caroline maintains her soft demeanor as she moves closer to her girlfriend. She caresses her cheek.

Max closes her eyes.

 _._

" _Hey Max," Earl waves her over to the cash register. Max sets down a plate of sandwiches at a nearby table before putting a rag in her apron. "How's Caroline."_

" _She's good," Max nods._

" _How are you doing?" he gave a knowing glance. It sucked that Earl always seemed to read her like a book. Then again, she wasn't exactly trying to hide her sadness._

" _I'm okay."_

" _Having doubts?"_

" _I'm really excited about having the baby. It's just…"_

" _You can tell me."_

" _I don't think the baby likes me. Do you think it's all in my head?"_

" _Darling, this is something you have to talk to Caroline about."_

" _I can't. I don't want to stress her out."_

" _I really think you should," he gives a cheesy grin. "You'll feel a lot better when you do."_

 _Max sighs._

.

Max kept that conversation in the back of her mind. Keeping it from Caroline wasn't a good idea. She takes in a long breath. "I know this sounds stupid, but do you think the baby knows it's not mine?"

Caroline wasn't sure what to say. When they picked the sperm donor and she chose to go through with it, Caroline worried about Max feeling unattached. Now she was kicking herself for not talking about this sooner.

"Do you feel like I shouldn't have done it?"

"Oh my god – no. I'm completely fine with you carrying. It's just…" Max exhales again. "You know what? Forget I brought it up."

"You feel disconnected don't you?"

"I mean, obviously I don't have the _toolkit_ needed to get you pregnant, but yeah. I am kind of bummed out that I couldn't help."

"The baby is so lucky to have a mom like you. It's ours no matter how it got here."

"That may be true. What if I'm not a good mom? I have no idea how to be one."

"You will be an amazing parent Max," she reassures sternly. "It's completely normal for you to be nervous."

Caroline felt pressure on her stomach again. Without thinking, she pulled Max's hand onto it and for the first time she felt the baby kick. Caroline smiles as Max's face lights up.

"Thanks Caroline."


End file.
